Full Text
CO. PET. 109/2011
IN THE MATTER OF
NETWORK RETAIL LTD
Through Mr. Rajeev K. Goel, Advocate for petitioner-companies.
Mr. K.S. Pradhan, Dy. Registrar of Companies for Regional Director, (Northern Region).
Mr. Rajiv Bahi, Advocate for Official Liquidator.
02.08.2011 This joint petition has been filed under Sections 391 & 394; 100 to 104 of the Companies Act, 1956 (for short 'the Act') seking sanction to the Scheme of Arrangement for (a) amalgamation of
Network Retail Ltd ('Transferor Company No. 1') and BDA
Infrastructures Pvt Ltd ('Transferor Company No. 2') with United
Manufacturing Company (Delhi) Pvt Ltd ('Transferee Company'); and (b) reduction of post merger capital of the Transferee Company.
The registered offices of Transferor and Transferee Companies are situated at New Delhi, within the jurisdiction of this Court.
2011:DHC:7122 Details with regard to the date of incorporation of Petitioner
Companies, their authorized, issued, subscribed and paid up capital have been given in the Petition.
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 lbeen enclosed with the Petition. A copy each of the un-audited
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(provisional) accounts for the period ended loth January, 2011 of all the Petitioner Companies were also filed in this Court.
Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies approving the Scheme of Arrangement 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.
• 7. The Petitioner Companies had earlier filed CA (M) No. 34 of
2011 seeking directions of this Court for dispensation/convening of meetings. Vide order dated
21st February, 2011, this Court allowed the Application and dispense with the requirement of convening all the meetings of Equity Shareholders of the Transferor Companies No. 1
& 2 and the Transferee Company; the Preference Shareholders of the
Transferee Company and the Un-secured Creditors of the Transferor
Companies No. 1 & 2 and the Transferee Company. None of the
Petitioner Companies had any Secured Creditors.
ORDER
8. The Petitioner Transferor Companies No. 1 & 2 and the Transferee Company have thereafter filed the present Petition seeking sanction of the Scheme of Arrangement. Vide order dated 7th 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 'Statesman' (English, Delhi Edition) and 'Jansatta' (Hindi, Delhi Edition). Affidavit of Service and Publication has been filed by the Petitioners showing compliance regarding service of the Petition on the Regional Director, Nohhern Region and the Official Liquidator, and also regarding publication of citations in the aforesaid newspaper on 18th July, 2011. Copies of the newspaper cuttings, in original, containing the publications have been filed along with the Affidavit of Service.
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 I st August, 2011, wherein he has stated that he has not received any complaint against the proposed Scheme from any personlparty interested in the Scheme in any manner and that the affairs of the Transferor Companies No. 1 & 2 do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest. 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 3' June, 2011. Relying on the Scheme of Arrangement, he has stated that, upon sanction of the Scheme of Amalgamation, all the employees of the Transferor Companies No. 1 & 2 shall become the employees of the Transferee Company without any break or interruption in their services upon sanctioning of the Scheme of Arrangement by this Court. The Regional Director did not raise any objection to the Scheme of Arrangement. No objection has been received to the Scheme of Arrangement from any other party. Mr Sudhir Kumar Sinha, Director of the Transferee Company, has filed an affidavit dated 30th July, 2011, confirming that neither the Petitioner Companies nor their Counsel has received, any objection pursuant to citations published in the newspapers. Learned Counsel for the Petitioner Companies reiterated the same in this Court today.
12. Even today, during the course of hearing, Mr. K.S. Pradhan, Deputy Registrar of Companies for Regional Director (Northern Region) and Mr. Rajiv Bahi, learned counsel for Official Liquidator state that they have no objection to the present Scheme being sanctioned. •
13. In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; representationlreports filed by the Regional Director, Northern Region and the Official Liquidator, attached with this Court to the proposed Scheme of Arrangement, there appears to be no impediment to the grant of sanction to the Scheme of Arrangement. Consequently, sanction is hereby granted to the Scheme of Arrangement under sections 391 and 394; 100 to 104 • 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; 100 to 104 of the Act, all the property, rights and powers of the Transferor Companies No. 1 & 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 & 2 be transferred to the Transferee Company without any further act or deed. It is, however, clarified that this order will not be construeJ as an order granting exemption from payment of stamp duty or any dther charges, if payable, in accordance with any law; or permissionlcompliance with any other requirement which may be • specifically required under any law. Mr. Goel states that the Petitioner Companies would voluntarily deposit a sum of Rs. 40,000/- with the Common Pool fund of the Official Liquidator within three weeks from today. The Petition is allowed in the above terms. Order Dasti. LI MANMOHAN,J AUGUST 02, 2011 NG fl