R.D Bansal Estate Private Ltd. v. Regalia Laminates Private Ltd.

1. These second motion petitions have been filed under Sections 391(2) and 394, 100 to 104 of the Companies Act, 1956 ( for short 'Act') seeking sanction of the Scheme of Arrangement (for short 'Scheme') for (a) Demerger of Agricultura[1] Division of R.D. Bansal Estate Private Limited (hereinafter referred to as 'Transferor Company') into Regalia Laminates Private Limited (hereinafter referred to as "Transferee Company') and (b) ReductionIRe-rrangement of post De-merger Share capital of the Transferor Company; The reistered offices of both 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 Coripanies, their authorized, issued, subscribed and paid up capital have ben given in the petitions. 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. Co. Pets. No. 139 & 140 of2011 Copies of the Resolution 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 proceedings under Sections 235 to 251 of the Act are pending against the Petitioner Companies. The Petitioner Companies had earlier filed C.A. (M) Nos. 54 of 2011 and 55 of 2011 seeking directions of this Court for dispensation of requirement of convening meetings. Vide order dated 161h March, 2011 this Court allowed the Applications and dispensed with the requirement of convening meetings of Shareholders of the Transferor and Transferee Companies and also that of Creditors of the Transferor Company. It is pertinent to mention that the Transferee Company does not have any secured or unsecured creditors. The Petitioner Companies have thereafter filed the present Petitions seeking sanction of the Scheme. Vide order dated 2211(1 March, 2011, notice in petitions was directed to be issued to the Regional Director, Northern Region. Citations were also directed to be published in Statesman (English, Delhi Edition) and 'Veer Arjun' (Hindi, Delhi Edition). Affidavit of service Co. Pets. No. 139 & 140 of2Ol] and publication has been filed by the petitioners showing compliance regarding servçe of the petition on the Regional Director, Northern Region and also regarding publication of citations in the aforesaid newspapers on 12t[1] September, 2011. Copies of the newspapers' cuttings in original containing the publication have been filed along with the affidavit of service. In response to the notices issued in the petitions, Mr. B.K. Bansal, Regional Director, Northern Region, Ministry of Corporate Affairs has filed affidavit dated 28th April, 2011. Relying on Clause 3 of Part-Il of the Scheme, he has stated that all the employees of the Transferor Company with respect to the demerged business shall become the employees of the Transferee Coriipany without any break or interruption in their services upon sanctioning of the Scheme by the Court. The Reional Director in his affidavit has further submitted that the petitioners vide their letter dated 12th April, 2011 have intimated that there are no charge proposed to be transferred from the DemergedlTransferor Company to the Transferee Company. No objection has been received to the Scheme from any other party. Mr. Ravi Bansal, Director of the Petitioner Companies has filed affidavits, Co. Pets. No. 139 & 140 of 2011 dated 241h September, 2011 confirming that neither the Petitioner Companies nor their counsel has received any objection pursuant to the citations published in the newspapers. Even to4ay, during the course of hearing, Mr. K.S. Pradhan, Deputy tates that he has no objection to the present Scheme being sanctioned. In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies, affidavit filed by the Regional Director, Northern Region 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 of the Act, all the properties, rights and powers of the Transferor Company pertaining to the demerged business be transferred to and vest in the Transferee company without any further act or deed. Similar1y, all the liabilities and duties of the Transferor Company relating to the demerged business be transferred to the Transferee company without any further act or deed. 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 permissionlcompliance with any other requirement which may be specifically required under any law. The fon-n of minutes proposed to be registered under Section 103 (1) (b) of the Act read with Rule 63 of the Companies (Court) Rules, 1959 in respect of reduction of share capital of the Transferor company is approved as reproduced in para 21 of the petitions. The notice of registration of the order and the minutes be published in 'The Statesman' (English edition) and 'Veer Arjun' (Hindi edition), as per Section 103 (3) of the Act. The Transfer Company is dispensed to "add" and "reduced" as suffix it its name. Mr. Virender Ganda, learned senior counsel states that Petitioner Companies would voluntarily deposit a sum of Rs. 1,00,000/- with the Common Pool Fund of the Official Liquidator within three weeks from today. The said statement is accepted.

18. The petitions are allowed in the above terms. Order dasti. it MANMOII*NJ SEPTEMBER 26, 2011 is