Company Petition No. 74 of 2011 · Delhi High Court · 2011

Mr. P. Nagesh with Mr. Anand M. Mishra, Advocates for petitioner- company. Mr. K.S. Pradhan, Dy. ROC for RD(NR). Mr. Rajiv Bahi, Advocate for Official Liquidator. CORAM: HON'BLE MR. JUSTICE MANMOHAN ORDER 09.08.2011 Co. Pet. 74 & 77 of2011 (cid:9) Signature Not Verified Digitally Signed By:AMULYA Certify that the digital file and physical file have been compared and the digital data is as per the physical file and no page is missing. CO. APPL. 236/2011 IN CO. PET. 74/2011 CO. APPL. 248/2011 IN CO. PET. 77/2011 Keeping in view the averments in the applications, delay in filing the petitions is condoned. Accordingly, the applications stand disposed of CO. PET. 74/2011 CO. PET. 77/2011 By this common order, I am disposing of Company Petition No. 74 of 2011 and Company Petition No. 77 of 2011 filed under Sections 391 to 394 of the Companies Act, 1956 seeking sanction of the Scheme of Amalgamation of Singhal Agro Industries Limited ('Transferor Company' ) and Sharp Corporation Limited ('Transferee Company') The registered offices of the Transferor and Transferee Companies 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. Co. Pet. 74 & 77 of2011 (cid:9) Page 2 of8 Copies of the Memorandum and Articles of Association as well St March, as the latest audited Annual Accounts for the year ended 31 2010 of the Transferor and Transferee Companies have also been enclosed with the petition. Copies of Resolutions passed by the Board of Directors of the petitioner Companies approving the Scheme of Arrangement have also been placed on record. It has been submitted that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the petitioner companies. So far as the share exchange ratio for amalgamation is concerned, the Scheme provides that, upon the Scheme finally coming into effect, the Transferee Company shall issue shares to the irl - shareholders of the Transferor Company in the following manner: (a)]] (eleven) equity shares of Rs. 100/- (Rupees Hundred) each in Transferee Company for every 10 (ten) equity shares of Rs. 100/- (Rupees hundred) each held by them in the Transferor Company. The petitioner companies had earlier filed C.A. (M) No. 14 of 2011 and C.A. (M) No. 15 of 2011 seeking directions of this Court for Co. Pet. 74 & 77 of2011 (cid:9) Page 3 of8 dispensation of meetings. Vide order dated 24th1 January 2011, this Court allowed the application and dispensed with the requirement of convening meetings of shareholders, Secured creditors and Unsecured creditors of the Transferor and Transferee companies.

9. (cid:9)The Transferor and Transferee companies have thereafter filed the present petitions seeking sanction of the Scheme of Amalgamation. This Court vide order dated 15.02.20 11 issued notice in the Petitions to the Regional Director, Northern Region and the Official Liquidator. Citations were also directed to be published in "Statesman" (English, Delhi Edition) and "Jansatta" (Hindi Delhi Edition). Affidavit of service and publication has been filed by the petitioner companies showing compliance regarding service of the petitions on the Regional Director, Northern Region and the Official Liquidator and also regarding Publication of Citations in the aforesaid Newspapers on 05.08.2011. Copies of the newspapers cuttings, in original, containing the publications have been filed with the affidavit of service.

10. Pursuant to the notices issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information Co. Pet. 74 & 77 of2011 (cid:9) b received the official liquidator has filed his report dated 21.07.2011 stating that the official liquidator has not received any complaint against the proposed Scheme of Amalgamation from any person/ party interested in the Scheme in any manner till the date of filing of this report. The official liquidator has further submitted that the affairs of the Transferor Company do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest as per second proviso of section 394 (1) of the Companies Act, 1956.

11. In response to the notices issued in the Petition, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his affidavit / report dated 20.06.2011. Relying on clause 8 of the Scheme of Amalgamation, he has stated that, upon sanction of the Scheme of Arrangement all the employees of the Transferor Company shall become the employees of Transferee Company without any break or interruption in their services upon sanctioning of the Scheme of Amalgamation by this Court. He further states in the report that the Central Government has no objection to the proposed Scheme of Arrangement and the case may be decided by this Court on merits. Co. Pet. 74 & 77 of2011 (cid:9) 7 No objection has been received to the Scheme of Arrangement from any other party. Mr. P. Nagesh, learned counsel for Transferor and Transferee companies has filed an affidavit dated 05.08.20 1 1 of Jai Prakash Singhal, one of the directors of both the Transferor Company and Transferee Company confirming that pursuant to the notices of the hearing published in the Statesman (English) and Jansatta ( Hindi) both published on 29.04.2011, the Company's counsel has informed that he not received any notice from any person opposing the petitions. The counsel for the Official Liquidator and the representative of Regional Director who are present in the Court today have not raised any objections to sanctioning the Scheme of Amalgamation. In view of the approval accorded by the Shareholders and Creditors of the petitioner Companies, representations/ 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 Section 391 and 394 of the Co. Pet. 74 & 77 of2011 (cid:9) 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 receipt of the same. In terms of the provisions of Section 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.

15. Mr. Nagesh states that the 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 said statement is accepted. Co. Pet. 74 & 77 of2011 (cid:9)

16. The petitions are allowed in the above terms. Order dasti. t1J MANMOIIAN,J AUGUST 09, 2011 NG IF Co. Pet. 74 & 77 of2O]1 (cid:9)