In Re: Ceragem World India Pvt Ltd

Indermeet Kaur, J.—This Petition has been filed under sections 391 & 394 of the Companies Act, 1956 by the Transferor Company seeking sanction to the Scheme of Amalgamation of Ceragem World India Private Limited, Petitioner/ Transferor Company with Ceragem India Private Limited, Transferee Company. The registered offices of the Petitioner/Transferor Company is situated at New Delhi, within the jurisdiction of this Court.

The registered office of the Transferee Company is situated in Uttrakhand and separate petition on behalf of the Transferee Company has been filed in Uttrakhand High Court.

Details with regard to the date of incorporation of Transferor Companies, its authorized, issued, subscribed and paid up capital have been given in the Petition.

Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2011 of the Transferor Company have also been enclosed with the Petition.

Copies of the Resolutions passed by the Board of Directors of the Transferor Company approving the Scheme of Amalgamation have also been placed on record.

It has been submitted that no proceedings under sections 235 to 251 of the Companies Act, 1956 is pending against the Transferor Company.

The Transferor Company had earlier filed CA (M) 80 of 2012 seeking directions of this Court for dispensation/convening of meetings. Vide order dated 7th May, 2012, this Court allowed the Application and requirement of convening all the meetings of Shareholders and Creditors of the Transferor Company were dispensed with.

The Transferor Company had thereafter filed the present Petition seeking sanction to the Scheme of Amalgamation. Vide order dated 23.05.2012, notice of the Petition was directed to be issued to the Regional Director, Northern Region attached with this Court. Citations were also directed to be published in "Business Standard" in English and "Punjab Kesri" in Hindi Edition and the same were published in "Business Standard" in English and "Punjab Kesri" in Hindi Edition on 13th June''2012 as per the orders of the court. Affidavit of Service and Publication has been filed by the Petitioners showing compliance regarding service of the Petition on the Regional Director, Northern Region and also regarding publication of citations in the aforesaid newspaper. Copies of the newspaper cuttings, in original, containing the publications have also been filed along with the Affidavit of Service.

In response to the notice issued in the Petition, Mr Rakesh Chandra, Learned Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit/Report dated 26th July, 2012. Relying on the Scheme of Amalgamation, he has stated that, upon sanction of the Scheme, all the employees of the Transferor entity shall become the employees of the Transferee Company without any break or interruption in their services. The Learned Regional Director vide report dated 26.07.2012 has submitted that the Central Government has no objection to the proposed Scheme of Amalgamation. The Official Liquidator has filed his report dated 21.08.2012 and has no objection to the proposed Scheme of Amalgamation.

No objection has been received to the Scheme of Amalgamation from any other party. Mr. Yeong Choo Kim, Director of the Transferor Company has filed an affidavit confirming that neither the Petitioner Companies nor their Counsel has received any objection pursuant to citations published in the newspapers.

In view of the approval accorded by the Shareholders and Creditors of the Transferor Company; representation filed by the Regional Director, Northern Region the proposed Scheme of Amalgamation, there appears to be no impediment to the grant of sanction to the Scheme of Amalgamation. Consequently, sanction is hereby granted to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. The Petitioner Companies will comply with the statutory requirements in accordance with law. Certified copy of the formal 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 Companies Act, 1956, 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 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.

The Transferor Company 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 Petition is allowed in the above terms.

Order Dasti.