Nand D Exports Pvt Ltd & Anr. v. Official Liquidator

1. This second motion joint petition has been filed under Sections 391(2) & 394 ofthe Companies Act, 1956 (for short 'Act') seeking sanction of the Scheme of Amalgamation (for short 'Scheme') of Nand D Exports Pvt. Ltd. (Transferor Company No.1) and Elite Farms Pvt. Ltd. (Transferor Company No.2) with M and ME Systems Pvt. Ltd. (Transferee Company).

2. The registered offices of the Petitioner Companies are situated at New Delhi, within the jurisdiction ofthis Court. Co. Pet. 130 of2011 Page 1 o/6 2011:DHC:7671:~

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 latest audited Annual Accounts for the year ended 31st March, 2010 of the Petitioners Companies have also been enclosed with the Petition.

5. Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies approvmg the Scheme have also been placed on record.

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

7. The Petitioner Companies had earlier filed CA (M) No. 48 of 2011 seeking directions of this Court for dispensation of meetings. Vide order dated gth March, 2011, this Court allowed the Application and dispensed with the requirement of convening meetings of Shareholders and Creditors of the Transferor Companies and of the Transferee Company under the supervision ofthe Court. Co. Pet. 130 of2011 Page 2 of[6] ·.

8. The Petitioner Companies have thereafter filed the present petition seeking sanction of the Scheme. Vide order dated 16th March, 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 'The Statesman' (English, Delhi Edition) and 'Veer Arjun'.- (Hindi, Delhi Edition). Affidavit of Service and Publication has been filed by the Petitioner Companies 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 24th May, 2011. Copies of the newspapers' cuttings, in original, containing the publications have been filed along with the Affidavit of Service. ·i'" 9. 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 02nct August, 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 any manner and that the affairs of the Transferor Companies ·No. 1 and 2 do not Co. Pet. 130 of2011 Page 3 of[6] appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest.

10. 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/Report dated 19th May, 2011. 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 interruption in their services upon sanctioning of the Scheme by this Court.

11. No objection has been received to the Scheme from any other party. An affidavit dated lih September, 2011, has been filed on behalf of the Petitioner Transferee Company confirming that neither the Petitioner Companies nor their Counsel has received any objection pursuant to citations published in the newspapers.

12. Even today, during the course of hearing, Mr. Ashish Makhija, learned counsel for Official Liquidator and Mr. Atma Sah, Assistant they have no objection to the present Scheme being sanctioned. Co. Pet. 130 of2011 Page 4 of[6] · 13. In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; representations/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 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 Companies No.1 and 2 be transferred to and vest in the Transferee Company without any further act or deed. Similarly, all the liabilities and duties of the Transferor Companies No. 1 and 2 be transferred to the Transferee Company without any further act or deed. Upon the Scheme coming into effect, the Transferor Companies No.1 and 2 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 Co. Pet. 130 of2011 Page 5 of[6].. permission/compliance with any other requirement which may be specifically required under any law.

14. Mr. Rajeev K. Goel states that 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.

15. The Petition is allowed in the above terms. Order dasti.