Trans American Travels (India) ... vs ....
2016 Latest Caselaw 3625 Del

                  IN THE HIGH COURT OF DELHI
                 COMPANY PETITION NO. 716/2015

                                          Reserved on 18th April, 2016
                               Date of pronouncement: 16th May, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):

And

Petition under Sections 391 to 394 of the
Companies Act, 1956 read with Rules 67 to 87
of the Companies (Court) Rules, 1959

Scheme of Amalgamation of:

Trans American Travels (India) Private Limited
                                          Petitioner/Transferor Company
      WITH

Trans American Information Systems Private Limited
                                       Petitioner/Transferee Company

                              Through Mr. Arun Saxena with
                              Mr.Simranjyot Singh, Advocates for
                              the petitioners
                              Mr. Sanjay Bose, Dy. Registrar of
                              Companies for the Regional Director
                              Mr. Rajiv Bahl, Advocate for the
                              Official Liquidator

SUDERSHAN KUMAR MISRA, J.

1. This joint petition has been filed under Sections 391 to 394 of the

Companies Act, 1956 read with Rules 67 to 87 of the Companies (Court)

Rules, 1959 by the petitioner companies seeking sanction of the Scheme

of Amalgamation of Trans American Travels (India) Private Limited

(hereinafter referred to as the transferor company) with Trans American

Information Systems Private Limited (hereinafter referred to as the

transferee company).

2. The registered offices of the transferor and transferee companies

are situated at New Delhi, within the jurisdiction of this Court.

3. The transferor company was incorporated under the Companies

Act, 1956 on 10th November, 1995 with the Registrar of Companies, NCT

of Delhi & Haryana at New Delhi.

4. The transferee company was incorporated under the Companies

Act, 1956 on 5th March, 1999 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

5. The present authorized share capital of the transferor company is

Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The

present issued, subscribed and paid-up share capital of the company is

Rs.4,90,000/- divided into 49,000 equity shares of Rs.10/- each.

6. The present authorized share capital of the transferee company is

Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The

present issued, subscribed and paid-up share capital of the company is

Rs.4,10,200/- divided into 41,020 equity shares of Rs.10/- each.

7. Copies of the Memorandum and Articles of Association of the

transferor and transferee companies have been filed on record with the

joint application, being CA(M) 122/2015, earlier filed by the petitioners.

The audited balance sheets, as on 31st March, 2014 of the transferor and

transferee companies, along with the report of the auditors, had also

been filed.

8. A copy of the Scheme of Amalgamation has been placed on record

and the salient features of the Scheme have been incorporated and

detailed in the petition and the accompanying affidavit. It is claimed by

the petitioners that the proposed amalgamation would result in business

synergy and consolidation of these companies into one large company

with a stronger asset base. It is further claimed that the proposed

amalgamation will result in usual economies of a centralized and a large

company including elimination of duplicate work, reduction in overheads,

better and more productive utilization of human and other resources and

enhancement of overall business efficiency. It will enable these

companies to combine their managerial and operating strength, to build a

wider capital and financial base and to promote and secure overall

growth of their businesses.

9. So far as the share exchange ratio is concerned, the Scheme

provides that the transferee company shall issue and allot equity shares

to the shareholders of the transferor company in the following ratio:

"01 equity share of Rs.10/- each of the transferee company for every 02 equity shares of Rs.10/- each held by the shareholders in the transferor company."

10. It has been submitted by the petitioners that no proceedings under

Sections 235 to 251 of the Companies Act, 1956 are pending against the

petitioner companies.

11. The Board of Directors of the transferor and transferee companies

in their separate meetings held on 30th April, 2015 have unanimously

approved the proposed Scheme of Amalgamation. Copies of the

Resolutions passed at the meetings of the Board of Directors of the

transferor and transferee companies have been placed on record.

12. The petitioner companies had earlier filed CA (M) No. 122/2015

seeking directions of this court to dispense with the requirement of

convening the meetings of their equity shareholders, secured and

unsecured creditors, which are statutorily required for sanction of the

Scheme of Amalgamation. Vide order dated 3rd August, 2015 this court

allowed the application and dispensed with the requirement of convening

and holding the meetings of the equity shareholders of the transferor and

transferee companies, there being no secured or unsecured creditors of

the petitioner companies, to consider and, if thought fit, approve, with or

without modification, the proposed Scheme of Amalgamation.

13. The petitioner companies have thereafter filed the present petition

seeking sanction of the Scheme of Amalgamation. Vide order dated 21st

September, 2015, notice in the petition was directed to be issued to the

Regional Director, Northern Region, and the Official Liquidator. Citations

were also directed to be published in 'Business Standard' (English) and

'Jansatta' (Hindi) editions. Affidavit of service has been filed by the

petitioners showing compliance regarding service on the Official

Liquidator and the Regional Director, Northern Region and also regarding

publication of citations in the aforesaid newspapers on 20 th October,

2015. Copies of the newspaper clippings containing the publications have

been filed along with the said affidavit.

14. Pursuant to the notices issued, the Official Liquidator sought

information from the petitioner companies. Based on the information

received, the Official Liquidator has filed a report dated 16th February,

2016 wherein he has stated that he has not received any complaint

against the proposed Scheme of Amalgamation from any person/party

interested in the Scheme in any manner and that the affairs of the

transferor company do not appear to have been conducted in a manner

prejudicial to the interest of its members, creditors or public interest, as

per second proviso of Section 394(1) of the Companies Act, 1956.

15. In response to the notices issued in the petition, Mr. A. K.

Chaturvedi, Regional Director, Northern Region, Ministry of Corporate

Affairs has filed his report dated 17th February, 2016 stating that the ROC

in his report has not made any adverse comments to the Scheme of

Amalgamation.

16. No objection has been received to the Scheme of Amalgamation

from any other party. The petitioner companies, in the affidavit dated 15th

February, 2016 of Mr. Rabindar Kumar Mahato, director of the petitioner

companies have submitted that they have not received any objection

pursuant to the citations published in the newspapers on 20th October,

2015.

17. Considering the approval accorded by the equity shareholders of

the petitioner companies, there being no creditors of the petitioner

companies, to the proposed Scheme of Amalgamation and the affidavits

filed by the Regional Director, Northern Region and the Official Liquidator

having not raised any objection to the proposed Scheme of

Amalgamation, there appears to be no impediment to the grant of

sanction to the Scheme of Amalgamation. Consequently, sanction is

hereby granted to the Scheme of Amalgamation under Sections 391 and

394 of the Companies Act, 1956. The petitioner companies will comply

with the statutory requirements in accordance with law. Certified copy of

this order be filed with the Registrar of Companies within 30 days. It is

also clarified that this order will not be construed as an order granting

exemption from payment of stamp duty as payable in accordance with

law. Upon the sanction becoming effective from the appointed date of

Amalgamation, i.e. 1st April, 2014, the transferor company shall stand

dissolved without undergoing the process of winding up.

18. Learned counsel for the Official Liquidator prays that costs of at

least Rs.1,00,000/- should be paid by the petitioners keeping in view the

fact that the matter has involved examination of extensive records and

also prioritized hearings. Learned counsel for the petitioner company

states that the same is acceptable to him. As already directed vide order

dated 18.04.2016, the petitioners shall deposit a sum of Rs.1,00,000/- by

way of costs with the Common Pool Fund of the Official Liquidator.

19. The petition is allowed in the above terms.

Dasti.

SUDERSHAN KUMAR MISRA, J.

May 16, 2016