IREO Realtors Pvt. Ltd. v. IREO Pvt. Ltd.

1. The present second motion petitions being Co. Pets. 102/2011 and 103/2011 have been filed under Sections 391(2) and 394 of the Co. Pet. Nos.102 and 103 of2011 Page 1 of[7] 2011:DHC:7114 Companies Act, 1956 (for short 'Act') by the Transferor and Transferee Companies respectively seeking sanction of the Scheme of Amalgamation (in short 'Scheme') of MIS. IREO Realtors Private Limited (Transferor Company) with M/s. IREO Private Limited (Transferee Company).

2. The registered offices of both the Transferor as well as Transferee Companies are situated at New Delhi, within the jurisdiction ofthis Court.

3. Details with regard to the date of incorporation as well as authorized, issued, subscribed and paid up capital ofthe Transferor and Transferee Companies have been given in the petitions.

4. Both the Transferor as well as Transferee Companies are companies incorporated under the provisions ofthe Act.

5. Copies ofthe Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2009 and 31st March, 2010 of the Transferor and Transferee Companies have also been enclosed with the petitions.

6. Copies of the Resolutions passed by the Board of Directors of the Companies approving the Scheme have also been placed on record. Co. Pet. Nos.102 and 103 of2011 Page 2 of[7]

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

8. So far as the share exchange ratio for amalgamation 1s concerned, the Scheme provides that, upon the Scheme finally coming into effect, the Transferee Company shall issue shares in the following manner:- "For every 1(One) fully paid-up equity share of ( 101- each of the Transferor Company, 1(One) fully paid up equity share of ( 10/- each ofthe Transferee Company to be issued.

9. The Transferor Company has only one preference shareholder which is the Transferee Company itself. As per Clau~e 7(b) of the Scheme, upon the Scheme becoming effective, the same will stand cancelled. The Transferor Company has three debenture holders, who have consented to the Scheme. As per"Clause 2.4(g) of the Scheme, upon the Scheme becoming effective, the said debenture holders will be considered as the debenture holders of the Transferee Company on the same terms and conditions as agreed between the said debenture holders and the Transferor Company.

10. The Petitioner Companies had earlier filed CA (M) Nos. 16 and 18 of 2011 seeking directions of this Court for dispensation of Co. Pet. Nos.102 and 103 o/2011 Page 3 of[7] meetings. Vide order dated 25th January, 2011, this Court allowed the Applications and dispensed with the requirement of convemng meetings of the respective Shareholders, Secured and Unsecured Creditors ofthe Transferor and Transferee Companies.

11. Petitioner Companies have thereafter filed the present Petitions seeking sanction of the Scheme. Vide order dated 1st March, 2011, notice in the petitions was directed to be issued to the Regional Director, Northern Region and Official Liquidator. Citations were also directed to be published in 'Financial Express' (English, Delhi Edition) and 'Jansatta' (Hindi, Delhi Edition). Affidavit of Service and Publication has b~en filed by the Petitioners 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 19th May, 2011. Copies ofthe newspaper cuttings, in original, containing the publications have been filed along with the Affidavit of Service.

12. 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 21st July, Co. Pet. Nos.J02 and 103 of2011 Page[4] of[7] 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 companies do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest.

13. In response to the notices issued in the petitions, Mr. B.K. Bansal, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his affidavit dated 9th May, 2011. He called upon the petitioners to furnish certain information regarding the companies. The Petitioners provided ·an requisite information to the Regional Director and upon being sa~isfied with the information supplied by the petitioners; the Regional Director filed its affidavit before this Court, recording its no objection to the Scheme.

14. Even today, during the course of hearing, Mr. K.S. Pradhan, Deputy Registrar of Companies for Regional Director (Northern Region) and Mr. S.B. Gautam, Official Liquidator state that they have no objection to the present Scheme being sanctioned.

15. In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies, representation/affidavit filed by Co. Pet. Nos.J02 and 103 of201J Page 5 of[7] 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 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 any law, or permission/compliance with any other requirement which may be specifically required under any law. Co. Pet. Nos.102 and 103 of2011 Page 6 of[7] }....