In Re: Facilitec Services (India) Private Limited and Ors.

Ravi V. Malimath, J.—The petitioner in COP No. 167/2014 is the transferor company No. 2. The transferor company No. 1 has since filed a petition before the Hon''ble High Court of Tamil Nadu, at Chennai. The petitioner company was incorporated in the name and style of ''Facilitec Services (India) Private Limited'' (hereinafter referred to as ''transferor company-2), with an authorized, issued and subscribed share capital as follows:

The Board of Directors of the petitioner company passed a resolution on 20.03.2014, approving and adopting the scheme of amalgamation of Prostar Hospitality Services Private Limited, namely transferor company No. 1 and Facilitec Services (India) Private Limited, namely the petitioner herein i.e., the transferor company No. 2 with Dusters Total Solutions Services Private Limited, namely, the transferee company.

The petitioner in COP No. 168/2014 is the transferee company i.e., Dusters Total Solutions Services Private Limited was originally incorporated in the name and style of ''Dusters Hospitality Services Private Limited'', and subsequently changed to ''Dusters Total Solutions Services Private Limited'' vide Certificate dated 18.09.2010. The authorized, issued and subscribed share capital of the transferee company is as follows:

The Board of Directors of the transferee company passed a resolution on 20.03.2014 approving and adopting the scheme of amalgamation of the transferor company No. 1, which was incorporated in the name and style of Prostar Hospitality Services Private Limited. Both the transferor companies are wholly owned subsidiary of Dusters Total Solutions Services Private Limited, the transferee company.

Company Applications Nos. 752/2014 and C.A. No. 753/2014, were filed seeking dispensation of the meeting of the shareholders, secured and unsecured creditors for considering the scheme of amalgamation. By an order dated 26.06.2014, the same was allowed and the meeting was dispensed with.

Thereafter, the company petitions were filed. Notices were issued to the Regional Director and Official Liquidator and paper publications were also taken up in ''The Hindu'' English daily and ''Samyukta Karnataka'' Kannada daily. Chartered Accountants were appointed to verify the books of accounts.

The Official Liquidator has filed a report in OLR No. 580/2014. In terms of the report, he has relied upon the report of the Chartered Accountant to state that the books of accounts, documents, statutory registers and other papers and records as required by the Companies Act, 1956 and that the affairs of the petitioner company has not been conducted in any manner prejudicial to the interest of its members or to public interest. Hence, has no objection for the transferor company to be dissolved.

The Registrar of Companies has filed an Affidavit on 15.11.2014, with regard to certain observations made by the Assistant Commissioner of Income tax. Hence, the petitioner were required to clarify with regard to the observations made therein.

In response, a reply Affidavit dated 11.12.2014 was filed undertaking that the petitioner-transferor company would ensure that the provisions of the Income tax Act and all other allied Acts and directions will be complied with during the course of amalgamation. That the transferor company No. 2 undertakes to make all arrangements by providing necessary details to the Income tax Department. That all the relevant taxes and liabilities including interest arising out of amalgamation be satisfied by the petitioner company. That the company will pay the outstanding demand concluded by the Income tax Department. That all the accounting standards will be maintained.

In pursuance to the rejoinder, an Affidavit dated 21.01.2015 is filed by the Registrar of Companies. A reply Affidavit dated 05.02.2015, was filed by the petitioner company, to the effect that a Chartered Accountant will be appointed for valuation of assets and liability and the petitioner-transferor company No. 2 has already filed a compounding application under Section-621A of the Companies Act

An Affidavit dated 18.02.2015 has been filed by the Registrar of Companies stating that the petitioner company has filed compounding application only for violation of the provision of Section-217 of the Companies Act, 1956 for the financial year 31.03.2012 and no such application is filed for violation of the provision of Section-217 of the Companies Act 1956 for the financial year 31.03.2013. Further, the petitioner company has not filed any such compounding applications for violation of the provisions of Section-211 of the Companies Act, 1956 for the financial years ended 31.03.2012 and 31.03.2013.

In reply, an Affidavit dated 24.02.2015 has been filed by the petitioner company undertaking to file compounding application for violating the provisions of Sections-211 and 217 of the Companies Act, 1956 for the financial year 31.03.2012 and 31.03.2013 and that the transferee company will ensure the loan transaction within a period of one month.

Under these circumstances, all the objections by the Registrar of Companies has been attended to and there is no further objections by the Registrar of Companies which requires to be complied. Hence the scheme requires to be sanctioned subject to the undertaking given by the petitioner before this court. There is no impediment to sanction the scheme of amalgamation as the petitioner companies has not been conducted in any manner prejudicial to the interest of its members or public and the company has maintained all its books and records as per requirement of Companies Act, 1956 and that it would not affect the interest of the public in any manner.

Consequently, the petitions are allowed. The scheme of amalgamation in terms of Annexure-A is approved. The petitioner company in Company Petition No. 167/2014, namely the transferor company No. 2 is dissolved without an order of winding up. The petitioner companies to serve a copy of this order on Registrar of Companies within 30 days from the date of receipt of a copy of this order.

Registry to draw the decree accordingly.