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Judgment
Ch. Mohd. Sharief Tariq, J
Under consideration is the CAA- 172/ ND/ 2019 filed under Sections 230 to 232 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The present petition has been filed by the Petitioner Companies named above for the purpose of the approval of the Scheme of Amalgamation, as contemplated between the Companies and its Shareholders by way of Amalgamation of Transferor Companies with the Transferee Company. As per the Scheme of Amalgamation (in short, 'Scheme'), "Composite Paper Convertors Private Limited" "Golden Equity Private Limited" "Magichome Services & Maintenance Private Limited" (hereinafter referred to as 'Transferor Companies') are proposed to be merged with "Utsav Hospitality & Clubs Private Limited" (hereinafter referred to as 'Transferee Company') as a going concern.
The Transferor Company 1 viz, Composite Paper Convertors Private Limited is a private limited company, incorporated on 06th June 1991, under the Companies Act, 1956. The registered office at A-5, first floor, Ganga Trivani Apartment, Sector-9, Rohini, New Delhi-110085. Its CIN is U74899DL1991PTC044546. The transferor company No. 1 carries on the business of manufacturing paper products and related products.
The Transferor Company 2 viz, Golden Equity Private Limited is a private limited company, incorporated on 24th October 1994, under the Companies Act, 1956. The registered office at A-5, first floor, Ganga Trivani Apartment, Sector-9, Rohini, New Delhi-110085. Its CIN is U65923DL1994PTC248107. The Transferor company No. 2 carries on the business of dealing in securities market such as share & stock, brokers, securities, consultants, portfolio managers etc.
The Transferor Company 3 viz, Magichome Services & Maintenance Private Limited is a private limited company, incorporated on 11th November 2008, under the Companies Act, 1956. The registered office at A-5, first floor, Ganga Trivani Apartment, Sector-9, Rohini, New Delhi-110085. Its CIN is U74930DL2008PTC184816. The transferor company No. 3 carries the business of providing maintenance and other related services.
The Transferee Company, Utsav Hospitality & Clubs Private Limited is a private limited company was incorporated on 11th March 2008, under the Companies Act, 1956. The registered office at House No. 11A, Pitampura, Delhi-110034. Its CIN is U45400DL2008PTC175105. The Transferee company carries on the business of club and restaurants.
The Board of Director of the Transferor and Transferee Companies have approved the present Scheme at their respective meetings. The other necessary requirements have also been fulfilled as per the Order passed by this Bench in CA (CAA) -164(ND)/2019.
It is submitted that the scheme will derive the benefit of synergies arising out of consolidation of business, such as enhancement of net worth of the combined business and the proposed amalgamation will enable reduction in managerial overlaps, which are necessarily involved in running multiple entities. The managerial expertise would be combined giving the additional thrust to the transferee company.
The Counsel appearing for the Petitioner Companies has submitted that upon Scheme becoming effective, the transferor companies together with its entire business, assets, properties, rights, benefit, interests and liabilities shall without any further act, deed, matter or thing stand transferred to and vested in and/ or deemed to be transferred to and vested in Transferee Company/ UHCPL as a going concern.
The Regional Director, has not filed his report even after this Tribunal has given various opportunities. Therefore, it is presumed that RD has no representation to make similar is the position of the IT department.
The Official Liquidator (In short, 'OL') in his Report dated 08.01.2020, based on the information submitted by the Petitioner Companies is of the view that the affairs of the Transferor companies do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest as per the provisions of the Companies Act, 1956/ the Companies Act, 2013 whichever is applicable.
Para 14 of the Scheme provides that upon the scheme becoming effective, the transferee company shall account for the scheme in its books of account in accordance with the accounting standards as notified under Section 133 of the companies act, 2013. The companies will follow the "pooling of interest" method as per AS-14 accounting for amalgamations under the Indian generally accepted accounted principles.
There is no additional requirement for any modification and the Scheme of Amalgamation appears to be fair and reasonable and is not contrary to public policy and not violative of any provisions of law. All the statutory compliances have been made under Sections 230 to 232 of the Companies Act, 2013.
Taking into consideration the above facts, the Company Petition is allowed and the Scheme of Amalgamation annexed with the Petitions is hereby Sanctioned. The Scheme approved shall be binding on the Shareholders, Creditors and employees of the Companies involved in this Scheme. The Appointed date of the Scheme is 01.04.2019.
While approving the Scheme as above, it is further 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, as per the relevant provisions of law or from any applicable permissions that may have to be obtained or, even compliances that may have to be made as per the mandate of law.
The Companies to the said Scheme or other person interested shall be at liberty to apply to this Bench for any direction that may be necessary with regard to the Working of the said Scheme.
A certified copy of this Order shall be filed with the concerned Registrar of Companies (ROC) within 30 days of the receipt of this Order.
The Transferor Companies shall be dissolved without winding up from the date of the filing of the certified copy of this Order with the concerned Registrar of Companies.
Upon receiving the certified copy of this Order, the RoC concerned is directed to place all documents relating to the Transferor Companies with that of the Transferee Company and the files relating to the Transferor Companies shall be consolidated with the files and records of the Transferee Company.
The Order of sanction to this Scheme shall be prepared by the Registry as per the relevant format provided under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 notified on 14.12.2016
Accordingly, the Scheme stands sanctioned and CAA - 172/ ND/ 2019 stands disposed of.