Rapid Exim Private Ltd v. CGS Apparel Private Limited

2. The registered offices of all the Petitioner Companies are situated at New Delhi, within the jurisdiction of this Court.

3. Details with regard to the date of incorporation of the 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 the latest audited Annual Accounts for the year ended 31" March, 2010 all the Petitioner Companies have also been enclosed with the Petition.

5. Copies of the Resolution passed by the Board of Directors of the Petitioner Companies approving the Scheme have also been placed on record. AS of

6. Mr. P. Nagesh submits that no proceedings under Sections 235 to of the Act are pending against the Petitioner Companies. Co. Pet.l0l of 2011

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 to the shareholders of the Transferor Companies in the following manner: ) No shares shall be issued Transferor ComPanY No'l

8. The Petitioner seeking directions of and allotted to the shareholders and being a I00% subsidiary of the Companies had earlier filed CA (M) No' 29 of 2011 this Court for dispensation of meetings' Vide order Transferee ComPanY. Ten only) each shall be issued to the shareholders of the Transferor CompanyNo.2foreveryl00(Hundred)equltysharesofRs.l0/- (Rupees Ten only) each held by them in the Transferor company No.2. shall be issued to the shareholders of the Transferor company No.3 for every 100 (Hundred) equlty shares of Rs. 10/- (Rupees Tenonly)eachheldbythpmintheTransferorCompanyNo.3. Co. PeLl01 of 2011 dated 14th Febru ary,2011, this Court allowed the Application and dispensed with the requirement of convening meetings of Shareholders' secured and IJn-secured Creditors of the Transferor and Transferee Companies' g. The Petitioner companies thereafter filed the present Petition seeking sanction of the Scheme. Vide order dated 29th February' 20lt' 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,DelhiEdition).Affidavitofserviceandpublicationhasbeenfiled. by the petitioners showing compliance regarding service of the petition on the Regional Director, Northern Region and Official Liquidator and also regarding publication of citations in the aforesaid newspapers on 26'h August, {OIL copies of the newspapers' cuttings, in original' containing the publication have been filed along with the affidavit of service'

10. pursuant to the notice issued, Offrcial Liquidator sought information from the Petitioner companies. Based on the information received, official Liquidator has filed his report dated 26th August, 2011 wherein he has stated that he has not received any complaint against the proposed Scheme from any perso nlparty interested in the scheme in any manner till the date of filing of this report. The official Liquidator further submits that the affairs of the Transferor Companies do not appear to have been conducted in a manner prejudicial to the interest of their members or to public interest as per the second proviso of Section 394(I) of the Act' 1 1. In response to the notices issued in the Petition, Regional Director' Northern Region, Ministry of corporate Affairs has filed his Affidavit/Report dated 20'h June, 20IL Relying on clause 9 of the scheme' Regional Director stated that, upon sanctioning of the Scheme by this Court' all employees of the Transferor Companies shall become the employees of the Transferee Company without any break or intemrption in their services' He fuither states in the Report that the Central Government has no objection to the proposed scheme and the case may be decided by this court'

12. No objection has been received to the Scheme from any other party' Mr. Neeraj Khemka, Director/Authorised signatory of the Petitioner Companies, has filed an affidavit dated 26th August, 2011, confirming that neither the Petitioner companies nor their counsel has received any objection pursuant to citations published in the newspapers' Co. Pet.l0l of 20ll Page 5 of[7] r

13. Even today, during the course of hearing, Mr. K'S' Pradhan, Deputy Raisuddin, Deputy Official Liquidator appearing for Offrcial Liquidator state that they have no objection to the present Scheme being sanctioned'

14. In view of the approval accorded by the Shareholders and Creditors of the Petitioner companies; representation/reports filed by the Regional Director, Northern Region, Ministry of Corporate Affairs and the Official Liquidator attached to this court, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the scheme under sections 3gl and 3g[4] 0f 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 thirty days from the date of receipt of the same' In terms of the provisions of Sections 391 and394 of the Act, and in terms of the Scheme' the whole or part of the undertaking, the property, rights and powers of the Transferor Companies be transferred to and vest in the Transferee Company without urry-further act or deed. Similarly, in terms of the Scheme' all the liabilities and duties of the Transferor Companies 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 taxes or any other charges, if payable in accordance with any law; or permissiorVcompliance with any other requirement which may be specifically required under any law.

15. Mr. P. Nagesh, learned counsel for the Petitioner Companies states that the Petitioner companies would voluntarily deposit a sum of Rs.50,000f 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.

AUGUST 30, 2011 js

16. TJ MANnfioffir Co. Petl0I of 2011