Nicol''s International Pvt Ltd. vs Nicols India Pvt Ltd.

Indermeet Kaur, J.—This second motion joint Petition has been filed under sections 391 & 394 of the companies Act, 1956 by the Petitioner Transferor Company and Transferee Company seeking sanction of the Scheme of Amalgamation of Transferor Company - Nicol''s International Private Limited with Transferee Company Nicols India Private Limited. The registered offices of the Petitioner Transferor Company and Transferee Company are situated at New Delhi, within 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 and Transferee Companies have also been enclosed with the Petition.

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

So far as the exchange ratio for amalgamation is concerned, the Scheme provides that, upon the Scheme finally comes into effect, the Transferee Company shall issue shares in the following manner:

� 1 Equity Share of Rs. 10/- each, credited as fully paid-up, of the Transferee Company for every 10 Equity Share of Rs. 10/- each held in the Transferor Company.

The Petitioner Companies had earlier filed CA (M) No. 39 of 2012 seeking directions of this Court for dispensation/convening of meetings. Vide order dated 15.03.2012, this Court allowed the Application and dispensed with the requirement of convening meetings of Shareholders as well as the secured and unsecured creditors of the Transferor and Transferee Company.

The Petitioner Transferor Company and the Transferee Company have thereafter filed the present Petition seeking sanction of the Scheme of Amalgamation. Vide order dated 23.04.2012, 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 05.05.2012. 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 its report dated 09.08.2012 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. B.K. Bansal, Learned Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit/Report dated 24.07.2012. Relying on Clause 7 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 Court.

No objection has been received to the Scheme of Amalgamation from any other party. Mr. S.P. Seth, Authorized Representative of the Transferee Company and Mr. Manoj Kumar Garg, Learned Counsel for Petitioner Companies, have filed an affidavit dated 09.08.2012, confirming that the Petitioner Companies nor their Legal 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; 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. Upon the Scheme coming into effect, the Transferor Company 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 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.

Learned Counsel for the Petitioners states that Petitioner Companies would voluntarily deposit a sum of Rs. 1,00,000/- with the Common Pool fund of the Official Liquidator within three weeks from today. The statement is accepted. The Petition is allowed in the above terms.

Order Dasti.