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Present: Mr. Sudhir K. Makkar, Advocate with Ms. Meenakshi Singh, Advocate for petitioner.
Mr. Rajiv Bahi, Advocate for Official Liquidator.
Ms. Richa Kukreja, Deputy Registrar of Companies for
Regional Director (Northern Region).
+ Co. Pet, 24/2011
* (In the matter of M/s Gupta and Syal Limited)
This second motion joint petition has been filed under Sections
391 and 394 of the Companies Act, 1956 (for short 'Act') by
Petitioner Company MIS. GUPTA & SYAL LIMITED (hereinafter referred to as 'Transferor Company') seeking sanction of the Scheme of Amalgamation (for short 'Scheme') with MiS. JCT LIMITED
(hereinafter referred to as 'Transferee Company')
The registered office of the Transferor Company is situated at
Delhi, within the jurisdiction of this Court, whereas the registered office of the Transferee Company is situated at district Hoshiarpur in
Punjab, outside the jurisdiction of this Court.
Co. Pet.2412011 Page 1 of7
2011:DHC:7542
Details with regard to the date of incorporation of Transferor and Transferee Companies, their authorized, issued, subscribed and paid up capital have been given in the present petition.
Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31 March, 2010 of the Transferor Company has also been enclosed with the petition.
Copies of the Resolutions passed by the Board of Directors of the Petitioner Company approving the Scheme has also been placed on record.
It has been submitted that no proceedings under Sections 235 to
251 of the Act is pending against the Petitioner Company.
The Petitioner Company had earlier filed CA (M) No. 216/2010 seeking directions of this Court for dispensation of meetings. Vide order dated 08th December, 2010, this Court allowed the Application and dispensed with the requirement of convening meetings of
Co. Pet.2412011
Shareholders and Un-secured Creditors of the Transferor Company.
The Transferor Company had no Secured Creditors.
The Transferee Company moved a similar application for dispensing with meetings of shareholders and creditors in the High
Court of Punjab and Haryana at Chandigarh being C.P. No.147/2010
(0 & M), which was allowed vide order dated
10th December, 2010 and a copy of the said order has already been placed on record.
The Transferor Company has thereafter filed the present second motion petition seeking sanction of the Scheme. Vide order dated 12th January, 2011, notice in the petition was directed to be issued to the
Regional Director, Northern Region and Official Liquidator. Citations were also directed to be published in 'Statesman' (English) and
'Jansatta (Hindi) for the date of hearing. Affidavit of service and publication has been filed by the Petitioner Company showing compliance regarding service of petition on the Regional Director, Northern Region and Official Liquidator, and also regaiding publication of citations in the aforesaid newspapers on
29th January,
JUDGMENT
2011. Copies of the newspaper cuttings, in original, containing the publications have been filed along with the affidavit of service. Pursuant to the notices issued, the Official Liquidator sought information from the Petitioner Company. Based on the information received, the Official Liquidator has filed his report dated 61h May, 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 Company 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, Mr. B.K. Bansal, Regional Director, Northern Region, Ministry of Corporate Affairs, has filed his affidavit/Report dated 29th April, 2011. Relying on Clause 7 of Part- • II of the Scheme, he has stated that, upon sanction of the Scheme, all the employees of both 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 the Court. No objection has been received to the Scheme from any other party. Mr. Jitender Khanna, authorised signatory of the Transferor Company has filed an affidavit dated 10t11 May, 2011, confirming that neither the Petitioner Company nor its Legal Counsel has received any objection pursuant to citations published on 29th January, 2011n the newspapers against the proposed Scheme. Even today, during the course of hearing, Mr. Rajiv Bahi, learned counsel for Official Liquidator and Ms. Richa Kukreja, Deputy Registrar of Companies for Regional Director (Northern Region) stated that they have no objection to the present Scheme being sanctioned. In view of the approval accorded by the Shareholders and Unsecured Creditors of the Petitioner Company; representation/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 Sections 391 and 394 of the Act subject to similar approval being Co. Pet.2412011 Page5of[7] granted by the High Court of Punjab and Haryana. The Petitioner Company 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, all 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, 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, taxes, transfer charges or any other charges which may be payable in accordance with law or permission/compliance with any other requirement which may be specifically required under any law.
15. Mr. Sudhir K. Makkar, learned counsel for the Petitioner Companies voluntarily states that the Petitioner Company, would deposit a sum of Rs.50,000/- in the Common Pool fund of the Official Liquidator within three weeks from today. The said statement is accepted.
16. The Petition is allowed in the above terms. Order Dasti. MANMTTAN,J MAY 109 2011 is