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#23-24 $ HIGH COURT OF DELHI
CO.PET.65/2011
MIS. COSMOPOLITAN ESTATES PRIVATE LTD. Petitioner
Through Ms. Vatsala Kak with Ms. Rekha Aggarwal, Advocates for petitioner- companies.
Mr. K.S. Pradhan, Dy. ROC for RJJ(NR).
Mr. Rajiv Bahi, Advocate for Official Liquidator.
CO.PET.65/2011
MIS. COSMOPOLITAN ESTATES PRIVATE LTD. Petitioner
Through Ms. Vatsala Kak with Ms. Rekha Aggarwal, Advocates for petitioner- companies.
Mr. K.S. Pradhan, Dy. ROC for RJJ(NR).
Mr. Rajiv Bahi, Advocate for Official Liquidator.
AND
CO.PET. 6612011 CAPITOL ESTATES PRIVATE LTD.
Through Petitioner Ms. Vatsala Kak with Ms. Rekha Aggarwal, Advocates for petitioner- companies.
Mr. K.S. Pradhan, Dy. ROC for RD(NR).
Mr. Rajiv Bahi, Advocate for Official Liquidator.
CO.PET. 6612011 CAPITOL ESTATES PRIVATE LTD.
Through Petitioner Ms. Vatsala Kak with Ms. Rekha Aggarwal, Advocates for petitioner- companies.
Mr. K.S. Pradhan, Dy. ROC for RD(NR).
Mr. Rajiv Bahi, Advocate for Official Liquidator.
CORAM:
HON'BLE MR. JUSTICE MANMOHAN
11.08.2011 Today in Court, learned counsel for petitioners has handed over an affidavit which is taken on record.
2011:DHC:7388 It is pertinent to mention that these petitions have been filed under
Sections 391(2) and 394 of the Companies Act, 1956 (for short 'Act) seeking sanction of the Scheme of Amalgamation (for short 'Scheme') of
M/s. Cosmopolitan Estates Pvt. Ltd. (Transferor Company) with M/s.
Capitol Estates Pvt. Ltd. (Transferee Company) (Collectively as Petitioner
Companies).
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 authorised, issued, subscribed and paid up capital have been given in the petition.
Copies of the Memorandum and Articles of Association as well as the last audited Annual Accounts for the year ending 31S March 2010 of the
Transferor and Transferee Companies have also been enclosed with the petition.
Copies of the resolutions passed by the Board of the 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, in consideration of the transfer and vesting of the undertaking of the
Transferor Company in the Transferee Company, and without any application or deed, the investment of the Transferee Company in the equity share capital of the Transferor Company shall stand cancelled.
The Petitioner Companies had earlier filed CA (M) Nos. 184/20 1 and 185/2010 seeking direction of this Court for dispensation of meetings.
Vide order dated 10th December, 2010, this Court allowed the application and dispensed with the requirement of convening meetings of shareholders and creditors of the Transferor and Transferee Companies.
The Transferor and Transferee Companies have thereafter, filed the present petitions seeking sanction of the Scheme. Vide order dated 14th February, 2011, notice in the Petitions was directed to be issued to the
Regional Director, Northern Region and the Official Liquidator. Citations were also directed to be published in 'The Statesmen' (English, Delhi edition) and 'Jansatta' (Hindi, Delhi edition). Affidavit of service and publication were filed by the Petitioner Companies showing compliance regarding service of the petitions on the Regional Director, Northern
Region and the Official Liquidator, and also regarding publication of citations in the aforesaid newspapers on 18th April, 2011. Copies of the newspapers' cuttings in original, containing the publications have been filed along with affidavit of service.
Pursuant to the notices issued, the Liquidator sought information from the Petitioner Companies. Based on the information received, the
Official Liquidator has filed his report dated
28th July, 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 Company do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to the public interest.
In response to the notices issued in the Petition, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his affidavit dated
51h July, 2011. Relying on Clause 9 of the Scheme, he has stated that, upon sanction of the Scheme, all employees of the Transferor Company shall become the employees of the Transferee Company without any break or interruption in their services upon sanctioning of the Scheme by this Court.
No objection has been received to the Scheme from any other party.
The representatives of the Petitioner Companies and their Counsel state that they have not received any objections from any person pursuant to the publication of the affidavit.
Even today, during the course of hearing Mr. K.S. Pradhan, Deputy and Mr. Rajiv Bahi, learned counsel for Official Liquidator state that they have no objection to the Scheme being allowed.
In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; affidavit and report 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 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, and in terms of the Scheme, the whole or part of the undertaking, the property, rights and powers of the Transferor Company be transferred to and vest in the Transferee Company without any further act or deed. Similarly, in terms of the scheme, all the liabilities and duties of the Transferor Company 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 law; or permission/compliance with any other requirement which may be specifically required under any law.
•
Learned Counsel for the Petitioners state that the Petitioner
Companies would voluntarily deposit a sum of T 50,000/- in the Common
Pool fund of the Official Liquidator within three weeks from today. The said statement is accepted.
The Petitions are allowed in the above terms. k'A
AUGUST 11, 2011 rn .
C
11.08.2011 Today in Court, learned counsel for petitioners has handed over an affidavit which is taken on record.
2011:DHC:7388 It is pertinent to mention that these petitions have been filed under
Sections 391(2) and 394 of the Companies Act, 1956 (for short 'Act) seeking sanction of the Scheme of Amalgamation (for short 'Scheme') of
M/s. Cosmopolitan Estates Pvt. Ltd. (Transferor Company) with M/s.
Capitol Estates Pvt. Ltd. (Transferee Company) (Collectively as Petitioner
Companies).
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 authorised, issued, subscribed and paid up capital have been given in the petition.
Copies of the Memorandum and Articles of Association as well as the last audited Annual Accounts for the year ending 31S March 2010 of the
Transferor and Transferee Companies have also been enclosed with the petition.
Copies of the resolutions passed by the Board of the 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, in consideration of the transfer and vesting of the undertaking of the
Transferor Company in the Transferee Company, and without any application or deed, the investment of the Transferee Company in the equity share capital of the Transferor Company shall stand cancelled.
The Petitioner Companies had earlier filed CA (M) Nos. 184/20 1 and 185/2010 seeking direction of this Court for dispensation of meetings.
Vide order dated 10th December, 2010, this Court allowed the application and dispensed with the requirement of convening meetings of shareholders and creditors of the Transferor and Transferee Companies.
The Transferor and Transferee Companies have thereafter, filed the present petitions seeking sanction of the Scheme. Vide order dated 14th February, 2011, notice in the Petitions was directed to be issued to the
Regional Director, Northern Region and the Official Liquidator. Citations were also directed to be published in 'The Statesmen' (English, Delhi edition) and 'Jansatta' (Hindi, Delhi edition). Affidavit of service and publication were filed by the Petitioner Companies showing compliance regarding service of the petitions on the Regional Director, Northern
Region and the Official Liquidator, and also regarding publication of citations in the aforesaid newspapers on 18th April, 2011. Copies of the newspapers' cuttings in original, containing the publications have been filed along with affidavit of service.
Pursuant to the notices issued, the Liquidator sought information from the Petitioner Companies. Based on the information received, the
Official Liquidator has filed his report dated
28th July, 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 Company do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to the public interest.
In response to the notices issued in the Petition, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his affidavit dated
51h July, 2011. Relying on Clause 9 of the Scheme, he has stated that, upon sanction of the Scheme, all employees of the Transferor Company shall become the employees of the Transferee Company without any break or interruption in their services upon sanctioning of the Scheme by this Court.
No objection has been received to the Scheme from any other party.
The representatives of the Petitioner Companies and their Counsel state that they have not received any objections from any person pursuant to the publication of the affidavit.
Even today, during the course of hearing Mr. K.S. Pradhan, Deputy and Mr. Rajiv Bahi, learned counsel for Official Liquidator state that they have no objection to the Scheme being allowed.
In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; affidavit and report 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 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, and in terms of the Scheme, the whole or part of the undertaking, the property, rights and powers of the Transferor Company be transferred to and vest in the Transferee Company without any further act or deed. Similarly, in terms of the scheme, all the liabilities and duties of the Transferor Company 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 law; or permission/compliance with any other requirement which may be specifically required under any law.
•
Learned Counsel for the Petitioners state that the Petitioner
Companies would voluntarily deposit a sum of T 50,000/- in the Common
Pool fund of the Official Liquidator within three weeks from today. The said statement is accepted.
The Petitions are allowed in the above terms. k'A
AUGUST 11, 2011 rn .
C
JUDGMENT