Satkar Fin Cap Ltd & Ors

Order Dasti.

INDERMEET KAUR, J.

AUGUST 17, 2012/nandan

* IN THE HIGH COURT OF DELHI AT NEW DELHI % Date of Judgment:17.8.2012 + COMPANY PETITION NO. 256 OF 2012 SATKAR FIN CAP LTD Petitioner/Transferor Company No. 1 SM ENTREPRENEUR INDIA PVT LTD Petitioner/Transferor Company No. 2 SMART TRADELINE PVT LTD Petitioner/Transferor Company No. 3 And PRIDE RESIDENCY PVT LTD Petitioner/Transferee Company Through: Mr.Rajeev K Goel, Advocate for the Petitioners. Mr.K.S.Pradhan, Deputy Registrar of Companies on behalf of the Regional Director (NR) Mr.Rajiv Bahl, Advocate for the Official Liquidator INDERMEET KAUR, J. (Oral) 1. This joint Petition has been filed under sections 391 & 394 of the Companies Act, 1956 by the Petitioner Companies seeking sanction to the Scheme of Amalgamation of Satkar Fin Cap Ltd., SM Entrepreneur India Pvt. Ltd. and Smart Tradeline Pvt. Ltd. with Pride Residency Pvt. Ltd. The registered offices of All the Petitioner Companies are situated at New Delhi, within the jurisdiction of this Court. 2. It has been submitted that no proceedings under sections 235 to 251 of the Companies Act, 1956 is pending against the Petitioner Companies. 3. The Petitioner Companies had earlier filed CA (M) 82 of 2012 seeking directions of this Court for dispensation/convening of meetings. Vide order dated 7th May, 2012, this Court allowed the Application and dispensed with the requirement of convening all the meetings of Shareholders and Creditors of the Applicant Transferor Companies and Transferee Company. 4. The Petitioner Companies had thereafter filed the present Petition seeking sanction to the Scheme of Amalgamation. Vide order dated 23rd May, 2012, notice of the Petition was directed to be issued to the Regional Director, Northern Region and the Official Liquidator attached with this Court. Citations were also directed to be published in 'Financial Express' (English, Delhi Edition) and 'Navbharat Times' (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 newspaper. Copies of the newspaper cuttings, in original, containing the publications have also been filed along with the Affidavit of Service. 5. Pursuant to the notice issued, the Learned Official Liquidator sought information from the Petitioner Companies. Based on the information received, the Learned Official Liquidator has filed his report dated 13th August, 2012, wherein he has stated that he has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the Transferor Companies, which is a subject matter of dissolution, do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest. 6. In response to the notice issued in the Petition, Mr. Rakesh Chandra, Learned Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit/Report dated 14th August, 2012. Relying on the Scheme of Amalgamation, he has stated that, upon sanction of the Scheme, all the employees of the Transferor Companies shall become the employees of the Transferee Company without any break or interruption in their services upon sanctioning of the Scheme by the Hon'ble Court. 7. Learned Regional Director drew the attention of this court with regard to the Appointed Date of the Scheme of Amalgamation which is prior to the date of incorporation of the Transferee Company. 8. In response to the aforesaid observation of the Learned RD, the Petitioners have filed a Reply/Affidavit dated 16th August, 2012 of Mr. Arun Arora, Director of the Petitioner Transferee Company. The Petitioners submitted that the every Scheme of Amalgamation, if approved by the Hon'ble High Court, becomes effective only when the copy of High Court order is filed with the concerned Registrar of Com