Indapco Private Limited vs Glen Appliances Private Limited

Indermeet Kaur, J.—This joint Petition has been filed under sections 391(2) & 394 of the Companies Act, 1956 by the Petitioner Transferor Company and Transferee Company seeking sanction of the Scheme of Amalgamation of INDAPCO PRIVATE LIMITED with GLEN APPLIANCES PRIVATE LIMITED. The registered office of the Petitioner Transferor Company is situated at New Delhi, within the jurisdiction of this Court. And the registered office of the Transferee Company is situated in Haryana, outside the jurisdiction of this court.

Details with regard to the date of incorporation of Transferor and Transferee Companies, their 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 and the Transferee Company have also been enclosed with the Petition.

Copies of the Resolutions passed by the Board of Directors of the Transferor Company and the Transferee 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 and the Transferee Company.

There will be no issue and allotment of shares by the Transferee Company in consideration of amalgamation of the Transferor Company with the Transferee Company as the entire issued, subscribed and paid up share capital of the Transferor Company is held by the Transferee Company either in its own name or through its nominees (wholly owned subsidiary) which shall stand cancelled upon the scheme becoming finally effective.

The Transferor Company had earlier filed CA (M) No. 135 of 2012 seeking directions of this Court for dispensation/convening of meetings. Vide order dated 14th March 2012, this Court allowed the Application and dispensed with the requirement of convening meetings of the Shareholders and secured Creditors of the Transferor Company. While the transferor Company did not had any un-Secured Creditor and accordingly there was no requirement of convening the meeting of the Un-Secured Creditors of the Transferor Company.

The Transferor Company had thereafter filed the present Petition seeking sanction of the Scheme of Amalgamation. Vide order dated 23rd March 2012, notice in the Petition was directed to be issued to the Regional Director, Northern Region and the Official Liquidator. Citations were also directed to be published in ''Business Standard'' (English, Delhi Edition) and ''Jansatta'' (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 newspaper on 19th June. Copies of the newspaper 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 29.06.2012 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. B K Bansal, Learned Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit dated 26.06.2012. Relying on Clause 7 of the Scheme of Amalgamation, he has stated that, upon sanction of the Scheme of Amalgamation, all the employees of the Transferor Company shall become the employees of the Transferee Company without any break or interruption in their services upon sanctioning of the Scheme of Amalgamation by the Hon''ble Court.

No objection has been received to the Scheme of Amalgamation from any other party. Mr. Mohan Lal Shrama Director of the Petitioner Transferor Company, has filed an affidavit dated 28th June, 2012, confirming that neither the Petitioner Companies nor he himself 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; representation/reports filed by the Regional Director, Northern Region and the Official Liquidator, attached with this Court to 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 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, 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. 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. The transferor company shall accordingly stand dissolved without following the procedure of winding up.

The transferee company is not having its registered office at Delhi; its registered office is located in Haryana. Accordingly the Scheme will be effective subject to necessary sanction by the High Court of Punjab and Haryana.

The Petition is allowed in the above terms.

At this stage, learned Counsel for the Petitioners states that the Petitioner Companies would voluntarily deposit a sum of Rs. 1 lac in the Common Pool Fund of the Official Liquidator within three weeks from today to meet the expenses of the Official Liquidator as also the government fee. The statement is accepted. Order Dasti.