Weikfield Products Co.(India) Private Limited v. Weikfield Global Knowledge Academy Private Limited

Mr. Hemant Sethi i/b Hemant Sethi & Co, Advocates for Petitioner in both the Petitions. Dr. T . Pandian, Dy Official Liquidator in Company Scheme Petition No.623 of 2010. Mr.C.J.Joy with Vishwajit Sawant i/b Mr. H.P.Chaturvedi for Regional Director in both the Petitions. DATE : 21st JANUARY,2011 CORAM: S. C. DHARMADHIKARI, J PC:

#1. Heard learned counsel for parties. 2

#2. The sanction of the Court is sought under Sections 391 to 394 read with Sections 100 to103 of the Companies Act, 1956 to the Scheme of Arrangement between Weikfield Products Co. (India) Private Limited, the Transferor Company and Weikfield Global Knowledge Academy Private Limited, the Transferee Company for:- (a) Amalgamation of Weikfield Products Co.(India) Private Limited with Weikfield Global Knowledge Academy Private Limited. (b) Reduction and reorganisation of Share Capital of Weikfield Global Knowledge Academy Private Limited.

#3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. The undertaking is accepted.

#4. The Regional Director has filed affidavit stating therein that save and except as stated in paragraphs 6 (a) and (b) of the said affidavit, the scheme does not appear to be prejudicial to the interest of shareholders and public. In paragraphs 6 (a) and (b) of the said affidavit, the Regional Director has stated that: “(a) “As per clause 17 of the Scheme the name of the Transferee Company is proposed to be changed “Weikfield Products Co.(India) Private Limited”. In this connection the Transferee Company may be directed to comply with the 3 provisions of section 20/23 of the Companies Act,1956 in respect of filing necessary forms with the Registrar of Companies and the proposed new name will be allowed subject to availability of the same, by the Registrar of Companies since under the computerized MCA 21 System of allotting the names , it is systemically not possible to reserve the names. Therefore, the name if available at the time of filing of such application, shall be made available by the Registrar of Companies, Pune.” “(b) “Clause No.15 of the scheme provides for Reduction and Reorganization of share capital of the Transferee Company held by the remaining shareholders. In this connection it is suggested that the last line of clause 15.3 of the Scheme i.e “This would also facilitate further infusion of equity fund at future date, whenever required.” be deleted as the cancellation of issued/ subscribed/ paid up equity capital is not available for reissue”.

#5. In so far as the objection of the Regional Director as stated in paragraph 6(a) of his affidavit is concerned, the Petitioner/ Transferee Company undertakes to comply with the provisions of relevant Sections of the Companies Act, 1956 in respect of filing necessary forms with the Registrar of Companies for change of name. The said undertaking is accepted. The Petitioner through their counsel further submits that name as proposed in Clause 17 of the Scheme of Arrangement shall be subject 4 to availability at the time of such application before the Registrar of Companies, Pune.

#6. In so far as the query raised by the Regional Director in paragraph 6(b) of his affidavit is concerned, the Counsel appearing for the Petitioner seeks leave of this court to carry out necessary amendment in the Scheme as suggested by the Regional Director in paragraph 6(b) of his affidavit. Leave to amend is granted. Amendment to be carried out within two weeks from the date of this order.

#7. The Official Liquidator has filed a report in Company Scheme Petition No.623 of 2010 stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved.

#8. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme.

#9. There is no objection to the Scheme, save and except as stated in paragraph 4 above, and since all the requisite statutory compliances have been fulfilled the Scheme of Amalgamation deserved to be sanctioned. Hence, Company Scheme Petition No.623 of 2010 filed by the Transferor 5 Company is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No.624 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (g).

#10. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O.S.) Bombay, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty, payable, if any, on the same within 60 days from the date of this Order.

#11. The Petitioner in both the Company Scheme Petition to pay costs of Rs.10, 000/- each to the Regional Director, Western Region, Mumbai. The Petitioner in Company Scheme Petition No. 623 of 2010 to pay a sum of Rs 10,000/- to the Official Liquidator, High Court, Bombay, towards his costs. Costs to be paid within four weeks from today.

#12. Petitioners in Company Scheme Petition No.623 of 2010 to publish a notice of registration of order and form of minutes of reduction of capital by Registrar of Companies once each in the two local newspaper, viz, “The Indian Express” in English and “Loksatta” in Marathi both circulating in Pune and also in the Maharashtra Government Gazette within 30 days of registration as aforesaid.

#13. Filing and issuance of the drawn up order is dispensed with. 6

#14. All concerned authorities to act on a copy of this order along with Scheme and Form of Minutes (annexed to Company Scheme Petition No.624 of 2010 being Exhibit “I”) duly authenticated by Company Registrar, High Court, (O.S), Bombay. (S. C. DHARMADHIKARI, J)