Csm Worldwide India Solutions Private Ltd

ORDER oh

11.11.2011

¶1This second motion Petition has been filed under Sections 391(2) & 394 of the Companies Act, 1956 (for short 'Act') seeking sanction of the Scheme of Amalgamation (for short 'Scheme') of IWs. Global Insight India Private Limited (hereinafter referred to as 'Transferor Company No. 1') and IWs. CSM Worldwide India Solutions Private Limited (hereinafter referred to as 'Transferor Company No. 2lPetitioner Company') with IWs. HIS Parts Management Private Limited (hereinafter referred to as 'Transferee Company). 'f iY 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. ?

¶2The registered office of the Transferor Company No. 2 is ? situated at New Delhi, within the jurisdiction of this Court. The registered offices of Transferor Company No. 1 and Transferee Company are situated at Gurgaon and Bangalore respectively, outside jurisdiction of this Court.

¶3Details 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.

¶4Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts and Provisional Accounts of the Transferor and Transferee Companies have also been placed on record.

¶5Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies approving the Scheme have also been t lrrv placed on record.

¶6It has been submitted that no proceeding under Sections 235 to 251 of the Act is pending against the Petitioner Companies.

¶7So 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 in the following 1 manner:- 100 (Hundred) Equity Share of Rs. 10/- each in the Transferee Company credited as fully paid up for every 393 Equity Shares of Rs. 100/- each fully paid up held by such member in Transferor Company No. 1 1 (One) Equity Share of Rs. tDl-each Company credited as fully paid up for every of Rs. Itil-each tutly paid up held bY Transferor Company No. 2" in the Transferee 815 Equity Shares such member in C

¶8The Petitioner Company had earlier filed CA (M) No. 83 of zOLl seeking directions of this Court for dispensation of meetings of equlty shareholders. Vide order dated 29th April, 2011, this Court allowed the Application and dispensed with the requirement of convening meetings of equity shareholders. The Petitioner Company does not have any secured or unsecured creditors.

¶9The Petitioner Company has thereafter filed the present Petition seeking sanction of the Scheme. Vide order dated 6th May, 20LI notice in the Petition was directed to be issued to the Regional I (" Director, Northern Region and the Official Liquidator. Citations were also directed to be published in 'Indian Express' (English, Delhi Edition) and 'Dainik Bhaskar' (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 newspapers on 18ft October, 20IL Copies of the newspapers' cuttings, in original, containing the publications have been filed along with the Affrdavit of Service.

¶10Pursuant to the notices issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information received, the Official Liquidator has filed his report dated 18th October, 20Il wherein he has stated that he has not received any complaint against the proposed Scheme from any person/parfy 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.

¶11In response to the notices issued in the Petition, I\4r. B.K. Bansal, learned Regional Director, Northern Region, Ministry of f-, L T Q^ Corporate Affairs has filed his affidavit on 29fr August, 2OLL Relying on Clause 6.1 of the Scheme, he has stated that, upon sanction of the Scheme, all the permanent employees of the Transferor Companies shall become the employees of the Transferee Company without any break or intemrption in their services upon sanctioning of the Scheme by the Court.

¶12In para No. 4.1 of the affidavit, VIr. B.K. Bansal has observed that the Memorandum of Association of a company can be changed only after following the procedure prescribed under the relevant provisions of the Act. In reply to aforesaid observation, a rejoinder affidavit dated 8th November, 20lI has been filed on behalf of Petitioner Company by Mr. Pankaj Kumar, Authorised Signatory of the Petitioner Company. It is submitted that as held in the case of PMP Auto Industries Ltd. (1994) S0 C.C. 289 approval of Scheme in terms of Sections 391-394 of the Act is a 'Single Window Clearance' and no fuither act on the part of company is required to be done after the approval of the Scheme, for giving effect to alteration in the Memorandum of Association of the company. The affidavit further states that the proposed Scheme has been approved by all the shareholders of the Petitioner Company. The Petitioner Company has "7 no secured or unsecured creditors. In view of the abovesaid, the objection raised by the Regional Director no longer survives.

¶13No objection has been received to the Scheme from any other party. Mr Pankaj Kumar, Authorised Signatory of Petitioner Company, has filed an affidavit dated 8'h November,2011, confirming that neither the Petitioner Company nor their counsel has received any objection pursuant to citations published in the newspapers.

¶14In view of the approval accorded by the shareholders of the Petitioner Company; affidavitheport filed by the Regional Director, Northem Region and the Official Liquidator, attached with this Court to the proposed Scheme, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under Sections 391 and 394 of the Act. The Petitioner Company will comply with the statutory requirements in accordance with law including permission of the Reserve Bank of India, if any, for repatriation of funds. Certified copy of the order be filed with the Registrar of Companies within thirty days from the date of receipt of the same. In terms of the provisions of Sections 391 and 394 ofthe Act, and in terms of the Scheme , the whole or part of the undertakings, the properties, rights and powers of the Petitioner f ? 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 Petitioner Company be transfened to the Transferee Company without any fuither act or deed. Upon thei Scheme coming into effect, the Petitioner 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.

¶15Learned counsel for the Petitioner Company submits that High Court of Punjab and Haryana has sanctioned the Scheme filed by the Transferor CompanyNo. 1 vide order dated 18ft August,20ll passed in Co. Pet.7ll20ll.

¶16Further, since the jurisdiction of the Transferee Company is before the High Court of Karnataka and the Transferee Company has already moved a petition over there, this order is subject to the sanction of the Scheme by High Court of Kamataka.

¶17Learned Counsel for the Petitioner states that the Petitioner Company would voluntarily deposit a sum of Rs. 1,00,000/- with the , f Common Pool fund of the Official Liquidator within three weeks from I today. The statement is accePted.

¶18The Petition is allowed in the above terms. Order Dasti. i-t MANMO]FAN,J NOVEMBER II,2OII rn ,,

1/ $- * #t7 IN THE HIGH COURT OF DELHI AT NEW DELHI CO.PET. 22OI2OTI IN TITE MATTER OF VI/S. CSM WORLDWIDE INDIA SOLUTIONS PRIVATE LTD. ..... Petitioner Through Mr. Shally Bhasin with l\zlr. Rajeev Kumar, Advocates for Petitioner- company. Mr. K.S. Pradhan, DY. ROC for Regional Director (l'IR). CORAM: HON'BLE MR. JUSTICE MANMOHAN