Allons Marketing Network Pvt. Ltd. v. Suridhi Infracon Pvt. Ltd.

1. This second motion joint Petition has been filed under Sections -. 391(2) 5.394 of the Companies Act, 1956 (for short 'Act') seeking sanction -r '; of the Scheme of Amalgamation (for short 'scheme') of ALLONS MARKETING NETWORK PVT. LTD. (hereinafter referred to as 'Transferor Company No.l'), BS INFRATECH PVT. LTD. (hereinafter referred to as 'Transferor Company No.2'), SURIDHI CONSTRUCTIONS PVT. LTD. (hereinafter referred to as 'Transferor Company No.3') and Co. Pet.302 of 2011 Page I of 6 2011:DHC:9141 v SURIDHI PROPERTIES PVT. LTD. (hereinafter referred to as 'Transferor Company No.4') (collectively as 'Transferor Companies') with SURIDHI INFRACON PVT. LTD. (hereinafter referred to as 'Transferee Company')'

3. Details with regard to the date of Transferee Companies, their authorized, capital have been given in the Petition. incorporation of Transferor and issued, subscribed and paid uP ("

4. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31't March, 2011 of the Transferor and Transferee Companies have also been enclosed with the Petition.

5. Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies approving the Scheme have also been placed on record. Co. Pet302 of 2011 )

6. It has been submitted that no proceeding under Sections 235 to 25I of the Act is pending against the Petitioner Companies.

7. The Petitioner Companies had earlier filed CA (M) No. 113 of 20II seeking directions of this Court for dispensation of meetings. Vide order dated 8th July, 20L!, this Court allowed the Application and dispensed with the requirement of convening meetings of Shareholders and Un-secured creditors of the Transferor and Transferee Companies. None of these Companies had any Secured Creditors.

8. The Petitioner Companies have thereafter filed the present Petition seeking sanction of the Scheme. Vide order dated 22"d JuIy,2011, notice in the Petition was directed to be issued to the Regional Director, Northern Region and the Officiat Liquidator. Citations were also directed to be published in 'Business Standard' (English, Delhi Edition) and 'Jansatta' (Hindi, Dethi Edition). Affidavit of Service and Publication has been filed by the Petitioners showing compliance regarding service of the Petition on the Regional Director, Northern Region and the Official Liquidator, and also regarding publication of citations in the aforesaid newspapers on 20'h a Co. Pet. 302 of 201 I !) September,20Il. Copies of the newspapers' cuffings, in original, containing the publications have been filed along with the Affidavit of Service.

9. Pursuant to the notice issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information received, the Official Liquidator has filed his report dated 10th October, 20IL, wherein he has stated that he has not received any complaint against the proposed Scheme from any personlparty interested in the Scheme in any manner and that the affairs of the Transferor Companies do not appear to have been conducted in a manner prejudicial to the interest of their members, creditors or to public interest.

10. In response to the notice issued in the Petition, Mr. B. K. Bansal, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit dated 12th October,20lI. Relying on Clause 7 of the Scheme, he has stated that all the employees of the Transferor Companies shall become the employees of the Transferee Company without any break or intemrption in their services upon sanctioning of the Scheme by the Court.

11. No objection has been Mr. Bhupesh Kumar Dhingra, Co. Pet302 of 2011 received to the Scheme from any other party. Director of the Transferee Company has filed Can affidavit dated 12th October, Companies nor their Counsel confirming that neither the Petitioner received any objection pursuant to 2QIT has T t citations published in the newspapers.

12. Even today, during the course of hearing, Mr. Kanwal Chaudhary, learned counsel for Officiat Liquidator and iVIr. Atma Sah, Assistant state that they have no objection to the present Scheme being sanctioned.

13. In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; affidavit/report filed by the Regional Director, Northern Region and the Official Liquidator, affached with this Court to the proposed Scheme, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under Sections 391 and 394 of the Act. The Petitioner Companies will comply with the statutory requirements in accordance with law. Certified copy of the formal order be filed with the Registrar of Companies within 30 days from the date of receipt of the same. In terms of the provisions of Sections 391 and 394 ofthe Act, all the properties, rights and powers of the Transferor Companies be transferred to and vest in the Transferee Company { Co. PeL 302 of 2011 without any fuither act or deed. Similarly, all the liabilities and duties of the Transferor Companies be transferred to the Transferee Company without any further act or deed. Upon the Scheme coming into effect, the Transferor Companies shall stand dissolved without winding up. It is, however, clarified that this order will not be construed as an order granting exemption from payment of stamp duty or any other charges, if payable, in accordance with any law; or permission/compliance with any other requirement which may be specifically required under any law.

14. Mr. Rajeev K. Goel, leamed counsel states that the Petitioner Companies would voluntarily deposit a sum of T 50,0001 with the Common Pool fund of the Official Liquidator within three weeks from today. The said statement is accepted. The Petition is allowed in the above terms. Order dasti. I It *--t MANMOfl*N,J ocroBER 14, 2oll js {

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