High Court · 2011

In response to the notice issued in the petition, Mr. B.K. Bansal, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his report dated 11th March, 2011 relying on Clause 4.5 of the Scheme. He has stated that upon sanction of the Scheme of Arrangement (Demerger), all the employees of the perfumery division of the Demerged Company shall become the employees of the resulting company without any break or interruption in their services. Co. Pet. 512/2010 T T - f ~ -T T ~ - T - i T TT- - , W I * I 1111 i i a;;a h ----~---------.........__._. -·- . . ~ _L l , ~ , - i_ .!..-.. _i _£ .1.~..l ~ I I PW I I He has further submitted that the Central Government has no objection to the proposed Scheme of Arrangement (Demerger).

15. No objection has been received to the Scheme of Arrangement (Demerger) from any other party. The Petitioner Companies have filed the affidavit dated 1 ?1h March, 2011 through Mr. Gogia, Director submitting that he has not received any objection pursuant to the ,[. citations published on OJ1h March, 2011.

16. In fact, today, during the course of hearing Mr. Atma Sah, Assistant Registrar of Companies appearing for Regional Director (Northern Region) has also stated that he has no objection to the present Scheme of Arrangement (Demerger) being sanctioned by this Court.

17. Consequently, keeping in view the aforesaid facts and no objection given by the Regional Director (Northern Region), the Scheme of Arrangement (Demerger) is hereby approved/sanctioned under Sections 391 and 394 of the Companies Act, 1956. The petitioner companies will comply with the statutory requirements in accordance with law. It is clarified that stamp duty or taxes, if payable, will be paid in accordance with law. Upon the sanction becoming effective from the appointed dated of Amalgamation, i.e. 1st April, 2010, the Co. Pet. 512/2010 T T ...J.. i J. ..&. ,J. ...&. J....L_ i .& ~~ JL.L••·=·· '2' perfumery division of the Demerged Company shall stand demerged, transferred to and vest in the Resulting Company. A certified copy of the order shall be filed with the Registrar of Companies, NCT of Delhi and Haryana within 30 days from the date of receipt of certified copy of this order.

18. Mr. Ashish Middha, learned counsel voluntarily states that Resulting Company would deposit a sum of Rs.20,000/- in the Official Liquidator's Common Pool Fund within three weeks from today. The said statement is accepted.

19. The petition is allowed in the above terms.

20. Order dasti. MARCH 22, 2011 JS \\J MANMOHAN,J I I Co.Pet.512/2010 I -- - I T T rfTTI T -~-~-T T - ' r 1 T - · T - T r a: T 1 r 1 • ' ' • 11 • • .,