Allowed

Vital Builders Private Limited v. Shokeen Realtors Pvt. Ltd.

Punjab & Haryana HC30 Jan 2013CP/93/2012

Case brief

AI extract

What is this about?

The court sanctioned the Scheme of Amalgamation between Vital Builders Private Limited (Transferor) and Shooken Realtors Private Limited (Transferee). The decision was based on the reports of the Regional Director and Official Liquidator, and the undertaking by the Transferor regarding compliance with Accounting Standard-14. The assets and liabilities vest in the Transferee subject to Delhi High C

What did the court decide?

Scheme of Amalgamation sanctioned; assets and liabilities of Transferor Company vested in Transferee Company; notice to be published.

Vital Builders Private Limited… — Constitutional and Fundamental Rights | Punjab & Haryana HC (2013)

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C.P. NO. 93 OF 2012

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IN THE HIGH COURT FOR THE STATES OF PUNJAB AND HARYANA AT CHANDIGARH.

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C.P. NO. 93 OF 2012(O & M) Connected with C.P. No. 44 OF 2012.

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Date of Decision: 30th January,2013.

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IN THE MATTER OF:

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SECTIONS 391-394 OF THE COMPANIES ACT, 1956

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AND IN THE MATTER OF : Scheme of Amalgamation of

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VITAL BUILDERS PRIVATE LIMITED.

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.... Transferor/Petitioner Company

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WITH

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SHOKEEN REALTORS PRIVATE LIMITED

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....Transferee

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Present: Mr. Shekhar Verma, Advocate for the petitioners Mr. D.P. Ojha, Official Liquidator.

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CORAM:

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HON’BLE MR. JUSTICE SURYA KANT.

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1. Whether Reporters of local papers may be allowed to see the judgment?

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2. To be referred to the Reporters or not?

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3. Whether the judgment should be reported in the Digest?

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SURYA KANT, J. [ORAL]

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C.A. No. 484 of 2012

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Allowed as prayed for .

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C.P. No. 93 of 2012

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In this petition under Section 394 of the Companies Act, 1956, duly supported by affidavits, the petitioner-Transferor Company seek sanctioning of the Scheme of Amalgamation (Annexure A/1) of Transferor Company with the Transferee Company.

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[2]. It is averred that the Registered Office of the Transferor Company is situated at Ludhiana and that of the Transferee Company

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C.P. NO. 93 OF 2012

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is situated at New Delhi.

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[3]. Main objects of the petitioner-Transferor Company Company are detailed in the Memorandum and Articles of Association annexed with the Ist Motion Petition i.e. C.P. No.44 of 2012.

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[4]. The Board of Directors of the Transferor Company and Transferee Company have approved the Scheme of Amalgamation in their respective meetings held on 06.02.2012 and 08.02.2012.

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[5]. The Authorised Share Capital of the 1st Transferor Company is Rs.1,00,000/- divided into 10,000 Equity Shares of Rs.10/- each . Its Issued, subscribed and paid-up capital is 1,00,000/- divided into 10,000 Equity Shares of Rs.10/- each.

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[6]. The Authorised Share Capital of Transferee Company is Rs.2,10,00,000/- divided into 21,00,000 Equity Shares of nominal value Rs.10/- each. Its Issued, subscribed and paid-up Share capital is Rs.2,01,00,000/- divided into 20,10,000 Equity Shares of the face value of Rs.10/- each.

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[7]. In this Second Motion Petition, notice was issued to the Regional Director, Ministry of Corporate Affairs, Noida as well as the Official Liquidator and the same was also ordered to be published in the daily 'The Tribune' (English) and 'Punjab Kesari (Hindi)' and in the official Gazette of the Government of Punjab. The aforesaid order has been complied with and an affidavit to this effect has been placed on record.

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[8]. Pursuant thereto, the Official Liquidator has placed on record the report dated 24.07.2012 by way of affidavit of Mr. Rakesh Chandra, Regional Director, Northren Region, Ministry of Corporate Affairs, Noida. In paras 4, 5 and 5.1 of the said report the Regional

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C.P. NO. 93 OF 2012

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Director, has submitted that:-

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“4. That the Deponent further craves leave to submit that on perusal of the Scheme of Amalgamation, it has been observed that there is no mention whether the Petitioner companies have complied with the Accounting Standard-14 issued by the Institute of Chartered Accountants of India.

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5. That the Deponent further craves leave to submit that at Para 19 of the scheme provides as under:

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“The Transferee company shall take steps for suitable alterations in the Memorandum & Article of Association, if any, so as to enable it to implement the Scheme as may be required”

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5.1. It is submitted that the memorandum & Article of association of a Company can be changed/altered only after following the procedure prescribed under the relevant provisions of the Companies Act,1956. It is, therefore, submitted that the Transferee company may be asked to follow the procedure prescribed under the companies Act, 1956.”

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[9]. The Official Liquidator has also filed his report dated 21.12.2012 and in its para 5 he has stated that in view of the observations of the Chartered Accountant the affairs of the transrferor company have not been conducted in a manner prejudicial to the interest of its members, their creditors or to Public interest. Hence, the scheme of amalgamation is not against the interest of the member, creditors or public at large.

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[10]. Mr. Prakash Tota Ram, Authorised Signatory of the petitioner-Transferor Company, has responded to the above stated observation(s) of Regional Director, vide his affidavit dated 29.01.2013, filed in Court today, and in its para 3, has undertaken that all the procedures of Accounting Standard-14 shall be followed as and when the scheme is sanctioned by this Court and has also affirmed that the Memorandum & Article of Association shall be

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C.P. NO. 93 OF 2012

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altered after following the procedure prescribed under the relevant provisions of the Companies Act, 1956.

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[11]. The petitioner-Company has confirmed that there are no investigations or proceedings pending against it under Sections 235 and 251 of the Companies Act,1956.

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[12]. For the reasons afore-stated and on consideration of all the relevant facts and the procedural requirements contemplated under Sections 391 to 394 of the Companies Act and the relevant Rules and on due consideration of the reports of Regional Director, Northern Region, Ministry of Corporate Affairs, Noida and the Official Liquidator, coupled with the undertaking given by the Director of the petitioner-Transferor Company, the Scheme of Amalgamation is hereby sanctioned and as a result thereto, the assets and liabilities of the Transferor Company shall stand vested in the Transferee Company subject to the sanction of the Scheme of Amalgamation by the Hon'ble Delhi High Court. The Transferee Company shall also comply with the procedural requirements with regard to AS-14 and for alterations and amendments in its Memorandum of Association . The Scheme shall be binding on the Transferor and Transferee Companies, their respective shareholders, creditors and all concerned.

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[13]. Let formal order of sanction of the Scheme of Amalgamation be drawn in accordance with law and the certified copy of the same be filed with the Registrar of Companies within 30 days from the date of receipt of certified copy of the same.

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[14]. A notice of this order be published in the daily 'The Tribune'

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C.P. NO. 93 OF 2012 ::5::

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(English) and 'Punjab Kesari' (Hindi) and in the official Gazette of the Government of Punjab.

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[15]. Any person interested shall be at liberty to apply to the Court for any direction(s) as per law.

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[16]. Disposed of accordingly.

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30.01.2013 dinesh

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( SURYA KANT ) JUDGE

Vital Builders Private Limited v. Shokeen Realtors Pvt. Ltd.

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Vital Builders Private Limited v. Shokeen Realtors Pvt. Ltd.

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