Siris Crop Sciences Ltd. v. Bharat Rasayan Limited

1. This joint petition has been filed under Sections 39}(2) and 394 of the Companies Act, 1956 (for short 'the Act') by the petitioner companies seeking sanction of the Scheme of Arrangement (for short 'the Scheme') of Siris Crop Sciences Limited ('Transferor Company') with Bharat Rasayan Limited ('Transferee Company').

2. The registered offices of the Transferor and Transferee companies are situated at New Delhi, within the jurisdiction ofthis Court. 2011:DHC:7102

3. Details with regard to the date of incorporation of Transferor and Transferee Companies, their authorized, issued, subscribed and paid up capital have been stated in the petition.

4. 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 been enclosed with the petition.

5. Copies of Resolutions passed by the Board of Directors of the petitioner Companies approving the Scheme have also been placed on record.

6. It has been submitted that no proceeding under Sections 235 to 251 ofthe Act is pending against the petitioner companies.

7. The transferor company is the wholly owned subsidiary of the Transferee company and the entire share capital of the Transferor company is held by the Transferee company directly. Therefore, the Transferee company shall not be required to issue any shares or pay any consideration to the Transferor Company or to their share holder.

8. The petitioner companies had earlier filed C.A. (M) No. 211/2010 seeking directions of this Court for convening of meetings of

9. equity share holders of the Transferee company. Vide order dated 6th December, 2010 this court allowed the application and the meeting was accordingly convened and Chairperson and alternate Chairperson filed their report which is on record. The equity share holders ofthe Transferee company have in their meeting approved the scheme by a majority exceeding three fourth. The petitioner companies have thereafter filed the present petition seeking sanction ofthe Scheme. Vide order dated 9.2.2011, 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 "The Statesman" (English, Delhi Edition) and "Jansatta" (Hindi Delhi Edition). Affidavit of service and publication has been filed by the petitioner companies showing compliance regarding service of the petition on the Regional Director, Northern Region and the Official Liquidator and also regarding Publication of Citations in the aforesaid Newspapers on 21st May, 2011. Copies of the newspapers' cuttings, in original, containing the publications have been filed with the affidavit of service.

10. 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 13.07.2011 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 public interest.

11. In response to the notices issued in the Petition, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his affidavit I report dated 25.4.2011. Relying on clause 2.15 ofPart- II of the Scheme, he has stated that upon sanction of the Scheme, all the employees of the Transferor company shall become the employees of Transferee Company without any break or interruption in their services upon sanctioning of the Scheme by the Court.

12. No objection has been received to the Scheme from any other party. Mr. Mahavir Prasad Gupta, Director of Transferor and Transferee companies has filed an affidavit dated 14.7.2011 confirming that neither the petitioner companies nor their Counsel has received any objection pursuant to the citations published in the Newspapers.

13. Even today, during the course of hearing both Mr. K.S. Pradhan, Deputy Registrar of Companies and Mr. Rajiv Bahl, learned counsel for Official Liquidator have confirmed that the Regional Director (Northern Region) and Official Liquidator have no objection to the present petition being allowed.

14. In view of the approval accorded by the Shareholders and Creditors of the petitioner Companies, representations/ reports 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 Section 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 receipt of the same. In terms of the provisions of Section 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 any law; or permission/ compliance with any other requirement which may be specifically required under any law.

15. Learned counsel for the petitioner compames states that the petitioner Companies would voluntarily deposit a sum of Rs. 50,000/- in the Common Pool Fund of the Official Liquidator within three weeks from today. The statement is accepted.