ACPL HR Services Private Limited vs Associated Consultants Private Limited

Indermeet Kaur, J.—This Second motion joint petition has been filed under Sections 391 to 394 of the Companies Act, 1956(hereinafter referred to as ''Act'') by the Petitioner Companies seeking sanction of the Scheme of Arrangement (hereinafter referred to as ''Scheme'') The petitioner companies had earlier filed Co. Appl. (M) No. 14 of 2012 seeking directions of this Court for dispensation of the meetings. Vide Order dated 25th January 2012, this Court allowed the application and dispensed the requirement of convening meetings of Equity Shareholders, Secured and Unsecured Creditors of the Petitioner Companies. However this Court allowed the application and accepted the undertaking given by the counsel for Petitioner that the Trade Creditors of Petitioner companies shall be repaid, before moving the second motion petition.

The Petitioner Companies have thereafter filed the present Second Motion petition seeking sanction of the Scheme of Arrangement alongwith an affidavit dated 13.02.2012 regarding repayment to Trade Creditors, in compliance with directions contained in the order dated 25.01.2012. Vide order dated 17.02.2012, notice was issued to the Regional Director (Northern Region), Ministry of Corporate Affairs and the Official Liquidator. It was further directed that notice of hearing be published in "Financial Express" (English edition) and "Nav Bharat Times" (Hindi, edition). Thereafter an affidavit of service and publication was filed by the Petitioners on 07.07.2012 showing compliance regarding service of the Petition on the Regional Director, Northern Region and the Official Liquidator and also regarding Publication of notice of date of hearing in the aforesaid Newspapers on 30th June, 2012. Copies of the news papers cuttings, in original, containing the publications have also been filed with the affidavit of service. 4. Pursuant to the notice issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information received, the Official Liquidator has filed his report dated 18.7.2012 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.

The learned Regional Director (Northern Region), Ministry of Corporate Affairs has filed his affidavit/report dated 16.07.2012. In its Affidavit/Report, the Regional Director has stated that on a perusal of the Scheme of amalgamation, it was observed that there was no mention of whether the Petitioner Companies have complied with Accounting Standard-14 issued by the Institute of Chartered Accountants of India.

In response to the aforesaid affidavit of the Regional Director dated 16.07.2012, the Petitioner has filed an Affidavit on 17.07.2012 submitting and undertaking that the Petitioner Companies have complied and shall continue to comply with AS-14 issued by the Institute of Chartered Accountants of India.

It is observed that no objection has been received to the Scheme of Arrangement from any other party. Mr. Rajiv Kumar Semwal, Authorised Representative of the Transferor and Transferee companies has filed an affidavit dated 12.09.2012 confirming that the Petitioner companies have not received any objection pursuant to the citations published in the Newspapers.

Even today, during the Course of hearing, Ms. Rajiv Bahl, Learned Counsel for the Official Liquidator and Mr. K.S. Pradhan, Deputy Registrar Of Companies for Regional Director (Northern Region) state that they have no objection to the present Scheme being sanctioned.

In view of the aforesaid and 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 in this Court in response 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 u/s 391 to 394 of the Companies Act, 1956. 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 to 394 of the Companies Act, 1956 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. Upon the Scheme coming into effect, the Transferor Company shall stand dissolved without winding up. 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.

Learned Counsel for the petitioners states that the petitioner Companies would voluntarily deposit a sum of Rs. 1,00,000/-in the Common Pool Fund of the Official Liquidator within three weeks from today. The statement is accepted. The petition is allowed in the above terms.

Order Dasti.