In Re: KPM Infotech Private Limited and Others

Indermeet Kaur, J.—This second motion joint petition has been filed under Sections 391 & 394 of the Companies Act, 1956 (for short ''Act'') by the petitioner companies seeking sanction of the Scheme of Arrangement (for short ''Scheme''). The petitioner companies had earlier filed CA (M) No. 56/2012 seeking directions of this Court for dispensation/convening of meetings. Vide order dated 28.03.2012, this Court allowed the application and dispensed with the requirement of convening meetings of shareholders, secured and un-secured creditors of the petitioner companies.

the petitioner companies had thereafter filed the present petition seeking sanction of the Scheme. Vide order dated 11.05.2012 notice in the petition was directed to be issued to the Regional Director, Northern Region and the Official Liquidator attached with this Court. Citations were also directed to be published in Business Standard (English, Delhi edition) and Nav Bharat Times (Hindi, Delhi edition). 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 the Official Liquidator and also regarding publication of citations in the aforesaid newspapers. Copies of the newspapers 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 companies. Based on the information received, the Official Liquidator has filed his report dated 14.08.2012 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.

In response to the notices issued in the petition, Mr. Rakesh Chandra, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his affidavit dated 16.08.2012. Relying on the Scheme, he has stated that upon sanction of the Scheme, all the employees of the transferor company/companies shall become the employees of the transferee company without any break or interruption in their services. The Regional Director has stated that the companies have not mentioned about compliance with the Accounting Standard 14 by ICAI. However, the company has already filed an earlier affidavit dated 07.08.2012 stating that the Accounting Standard 14 will be complied with. No other objection has been raised by the Regional Director.

No objection has also been received to the Scheme from any other party. Mr. Karish Kumar, Director of the transferee 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 petitioner companies, affidavit/report 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 & 394 of the Act. 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 thirty days from the date of receipt of the same. In terms of the provisions of Section 391 & 394 of the Act and in terms of the Scheme, the whole or part of the undertakings, all properties, rights and powers of the transferor company/companies be transferred to and vest in the transferee company without any further act or deed. Upon the Scheme coming into effect, the transferor company/companies 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 takes 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 petitioner companies voluntarily state that they would deposit a sum of Rs.1,00,000/- with the Common Pool Fund of the Official Liquidator within three weeks from today.

The petition is allowed in the above terms. Order dasti.