Associates Distilleries Ltd. v. Globus Spirits Limited

6. Mr. N.P.S. Chawla submits that no proceedings under Sections 235 to 251 of the Act are 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 Resulting Company / Petitioner Company-IT shall issue shares in the following manner: > 6 (Six) equity shares of Rs 10/- each, of the Resulting Company / Petitioner Company-Il for every 1 (one) fully paid equity share of Rs. 10/- each held in the Demerged Company! Petitioner Company -I. Co. Pet: 191 of 2011 The Petitioner Companies had earlier filed CA (M) No. 37 of 2011 seeking directions of this Court for dispensation/convening of meetings. Vide order dated 22x February, 2011, this Court allowed the Application and dispensed with the requirement of convening meetings of Equity Shareholders and Secured Creditors of the Demerged Company! Petitioner Company —I and Secured Creditors of the Resulting Company / Petitioner Company —II. Further, the Court ordered for the meeting of the Unsecured Creditors of the Demerged Company! Applicant Company - I and equity shareholders and Unsecured Creditors of the Resulting Company / Petitioner Company —II to be held. The aforesaid meetings were convened in accordance with the order of the Court and were unanimously approved and agreed to by the creditors and members who attended and voted at the said Meetings. Copies of the Chairpersons' Reports have been enclosed with the Petition and have also 10 been placed on record. Both the Petitioner Companies thereafter filed the present Petition seeking sanction of the Scheme. Vide order dated 25th[1] April, 2011, notice in the Petition was directed to be issued to the Regional Director, Northern Co. Pet. 191 of 2011 Page4of[7] Region. Notice was accepted by Ms. Richa Kukreja, Deputy Registrar of Companies on behalf of the Regional Director, Northern Region. Further, it was directed that the copy of the petition be served on the Registrar of Companies at 4th Floor, IFCI Towers, 61, Nehru Place, New Delhi. Citations were also directed to be published in 'Financial Express' (English, Delhi Edition) and 'Jansatta' (Hindi, Delhi Edition). Affidavit of proof of publication has been filed by the Petitioners confirming the publication of • citations in the aforesaid newspapers on 31 " July, 2011. Copies of the newspaper cuttings, in original, containing the publications have been filed along with the said Affidavit.

11. In response to the notices issued in the Petition, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit/Report dated 30th May, 2011. The Regional Director in his affidavit has submitted that the Applicant Companies should be directed to • comply with the provisions of the Act for satisfaction and creation of charge in Demerged Company and Resulting Company. In response to the said observation of the Regional Director, the Applicant Companies have submitted that the procedure for satisfaction and creation of charges shall be Co. Pet. 191 of 2011 Page5of[7] duly complied with by the Applicant Companies and all the required forms etc shall be filed by the Applicant Companies.

12. No objection has been received to the Scheme from any other party. Mr. N.P.S. Chawla, learned counsel for Petitioner Companies, has filed an affidavit dated 16th August, 2011, confirming that neither the Petitioner Companies nor their Counsel has received any objection pursuant to citations published in the newspapers. •

13. 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, 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 Schçme under Sections 391 and 394 of the Act. The Petitidner 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 and 394 of the Act, and in terms of the Scheme, the whole or part of the undertaking, the property, rights and powers of the Demerged. Undertaking of the Demerged Company! Petitioner Company —I be transferred to and vest Co. Pet.191 of 2011 Page6of[7] in the Resulting Company! Petitioner Company-Il without any further act or deed. Similarly, in terms of the Scheme, all the liabilities and duties of the Demerged Undertaking of the Demerged Company! Petitioner Company —I be transferred to the Resulting Company! Petitioner Company-Il without any further act or deed. It is, however, clarified that this order will not be construed as an order gtanting 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 requirement which may be specifically required under any law. Mr. N.P.S. Chawla, 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 one week from today. The said statement is accepted. The Petition is allowed in the above terms. • Order dasti. 1I.-I MANMOHANJ AUGUST 249 2011 is Co. Pet. 191 of 2011 Page7of[7]