Happy Shrimp Hospitality Private Ltd. v. Lemon Tree Hotels Private Limited

1. This second motion joint Petition has been filed under Sections 391(2) & 394 of the Companies Act, 1956 (for short Act') seeking sanction of the Scheme of Amalgamation (for short 'Scheme') of M/s. Happy Shrimp Hospitality Private Limited (hereinafter referred to as 'Transferor Company') with Mis. Lemon Tree Hotels Private Limited (hereinafter referred to as 'Transferee Company'). Co. Pet. 149 of2011 Page] of 6 2011:DHC:9105 The registered offices of the Transferor and Transferee Companies are situated at New Delhi, within the jurisdiction of this Court. 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. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2010 of the Transferor and Transferee Companies have also been enclosed with the Petition. Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies approving the Scheme have also been placed on record. It has been submitted that no proceeding under Sections 235 to 251 of the Act is pending against the Petitioner Companies. 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 will not issue and allot any shares as the entire issued, Co. Pet. 149 of2011 subscribed and paid up share capital of the Transferor Company is held by the Transferee Company. The Petitioner Companies had earlier filed CA (M) No. 51 of 2011 seeking directions of this Court for dispensation of meetings. Vide order dated 21St March, 2011, this Court allowed the Application and dispensd with the requirement of convening meetings of Shareholders and Usecured Creditors of the Transferor Company and the Transferee Company. None of these Companies had any Secured Creditors. The Petitioner Companies have thereafter filed the present Petition seeking sanction of the Scheme. Vide order dated 291h March, 2011, notice in the Petition was directed to be issued to the Regional Director, Northein Region and the Official Liquidator. Citations were also directed to b 1e published in 'Business Standard' (English, Delhi Edition) and 'Veer Arjuri' (Hindi, Delhi Edition). Affidavit of Service and Publication has been fileI by the Petitioners showing compliance regarding service of the Petition oh the Regional Director, Northern Region and the Official Liquidator, and also regarding publication of citations in the aforesaid newspapers on 2d August, 2011. Copies of the newspapers' cuttings, in original, containing the publications have been filed along with the Affidavit of Service. 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 dated 22'' September, 2011 wherein he has stated that he has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in an 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 membeis, creditors or to public interest. In response to the notices issued in the Petition, Mr. B.K. Bansal, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit dated 27th May, 2011. Relying on Clause 7 of the Scheme, he has stated all the employees of the Transferor Company shall become tle employees of the Transferee Company without any break or interruption in their services upon sanctioning of the Scheme by the Court. No objection has been received to the Scheme from any other party. Today, in Court, Mr. Mukesh Sukhij a, learned counsel has filed an affidavit dated 28th September, 2011confirming that neither the Petitioner Companies cc~'I nor he himself has received any objection pursuant to citations published in / the newspapers. The said affidavit is taken on record. Even today, during the course of hearing, Mr. Ashish Makhija, learned counsel for Official Liquidator and Mr. K.S. Pradhan, Deputy they have no objection to the present Scheme being sanctioned. In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; representation/reports filed by the Regional Director, Northern Region and the Official Liquidator, attached 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 grantd to the Scheme under Sections 391 and 394 of the Act. The Petitioner '-I Companies will comply with the statutory requirements in accordance with law. Certified copy of the order be filed with the Registrar of Companis 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 Schem, the whole or part of the undertaking, the properties, rights and powers of the Transferor Company be transferred to and vest in the Transferee Compani without any further act or deed. Similarly, in terms of the Scheme, all th 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 permissionlcompliance with any other requirement which may be specifically required under any law. Mr. Mukesh Sukhija, learned counsel states that the Petitioner Companies would voluntarily deposit a sum of Z 1,00,000/- 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. MANMOIIAN,J SEPTEMBER 28, 2011 is Co. Pet. 149 of2011 Page 6of[6]