M/s. Ravistar India Private Ltd. v. Systemair Fans Private Ltd.

1. This second motion joint petition has been filed under Sections 391(2) &, 394 of the Companies Act, 1956 (for short 'Act') seeking qf i- S sanction of the Scheme of Amalgamation (for short 'scheme') of I\zlls. Ravistar India Private Limited (hereinafter referred to as 'Transferor Company') with IWs. Systemair Fans Private Limited (hereinafter referred to as 'Transferee Company').

2. The registered offices of the Transferor.and Transferee Companies are situated at New Delhi, within the jurisdiction of this Court. 2011:DHC:9119.,l,

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

4. Copies of the Memorandum and Articles of Association as well as the audited Annual Accounts for the year ended 3l't March, 2OIQ 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.

6. It has been submitted that no proceeding under Sections 235 to 251 of the Act is pending against the Petitioner Companies.

7. So far as the share exchange ratio for amalgamation is concerned, the Scheme provides that, upon the Scheme finally coming into effect, the Transferee Company shall issue shares in the following manner:- - Fifteen Equify Shares of Rs. 10/- (Ten) each, credited as fully paid-up, of the Transferee Company for every Two Equity Shares of Rs. 101- (Ten) each held in the Transferor Company.

8. The Petitioner Companies had earlier filed CA (M) Np 88 of 2011 seeking directions of this Court for dispensation of meetings of Shareholders, Secured and Unsecured creditors of the Petitioner t v[1] c\ Companies. Vide order dated May 3, 2017, this Court allowed the Application and dispensed with the requirement of convening meetings of Shareholders, Secured and Unsecured Creditors of the Petitioner companies. The Transferee Company had no Secured Creditors.

9. The Petitioner Companies have thereafter filed the present petition seeking sanction of the Scheme. Vide order dated 13th May, 2011 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 'Indian Express' (English, Delhi Edition) and 'Danik Jajarun' (Hindi, Delhi 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 19th September, 2}ll. Copies of the newspapers' cuttings, in original, containing the publications have been filed along with the Affidavit of Service.

10. Pursuant to the notices issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information received, the Official Liquidator has filed his report on l't Octobe'r, 2011 wherein he has stated that he has not received any complaint against the proposed Scheme from any person/parf interested in the Scheme in any L t} 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 to public interest. The Official Liquidator has not raised any objection to the Scheme.

11. In response to the notices issued in the petition, Nk. B.K Bansal, Regional Director, Northem Region, Ministry of Corporate Affairs has filed his Affidavit dated 22nd Septemb er,20Il. Relying on Clause 9.1.[1] of the Scheme, he has stated that all the employees of the Transferor Company shall become the employees of the Transferee Company without any break or intemrption in their services upon sanctioning of the Scheme by the Court. The Regional Director has not raised any objection to the Scheme.

12. No objection has been received to the Scheme from any other party. XiIr. Mahendrar Sharma, authorized signatory of the Transferee Company, has filed an affidavit dated 30th September, zLll,confirming that neither the Petitioner Companies nor their Counsel have received any objection pursuant to citations published in the newspapers.

13. Even today, during the course of hearing, Mr. Atma Shah, Northern Region and Mr. S.B. Gautam, Official Liquidator state that they have no objection to the present Scheme being sanctioned.;I

14. 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, attaghed 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 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 of the Act, and in terms of the Scheme, the whole or part of the undertakings, the properties, rights and powers of the Transferor Company be hansferred to and vest in the Transferee Company without any further act or deed. Similarly, in terms of the Scheme, all the liabilities and duties of the Transferor Company be transferred to the Transferee Company without any further act.or deed. Upon the Scheme coming into effect, the Transferor Company 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 taxes or any other charges, if payable in accordance with any law; or \ permission/compliance with any other department which may be specifically required under any law. 15' Learned counsel for the Petitioners states that the petitioner Companies would voluntarily deposit a sum of Rs. 50,000/- with the Common Pool fund of the Official Liquidator within three weeks from today. The said statement is accepted.

16. The petition is allowed in the above terms. j> Order dasti' tl*; NIANNIOffi\ilocToBER 05, 20tt rn t*--J