S.A Infratech Pvt Ltd v. Ramprastha Promoters & Developers Pvt Ltd

Order dasti.

INDERMEET KAUR, J DECEMBER 20, 2012 rb

* IN THE HIGH COURT OF DELHI AT NEW DELHI % Date of Judgment:20.12.2012 + CO. PET. 340/2012 IN THE MATTER OF : S.A. INFRATECH PRIVATE LIMITED ……TRANSFEROR COMPANY WITH RAMPRASTHA PROMOTERS & DEVELOPERS PRIVATE LIMITED ……TRANSFEREE COMPANY THROUGH: Mr. Virender Ganda Sr. Advocate with Mr. S.K. Giri Advocate for petitioners. Mr.S.K. Pradhan, Dy. Registrar on behalf of the ROC. Mrr. S.B. Gautam, official liquidator. INDERMEET KAUR, J. (Oral) This second motion joint Petition has been filed under Section 391 and 394 of the Companies Act, 1956 (for short 'Act') by the Petitioner Companies seeking sanction of the Scheme of Amalgamation (for short 'Scheme'). The Petitioner Companies had earlier filed CA (M) No. 105 of 2012 seeking directions of this Court for convening of meetings. Vide order dated 31.05.2012, this court allowed the Application whereby the Transferor Company was exempted from convening meetings of shareholders and Creditors and the transferee Company was exempted from convening meetings of the shareholders and directed convening of meetings only of Secured and Unsecured Creditors of the Transferee Company. In the meetings directed by this Court, the Scheme was approved unanimously by those who were present and voting. The Petitioner Companies had thereafter filed the present Petition seeking sanction of the Scheme. Vide Order dated 24.07.2012, notice in 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 'Business Standard' (English, Delhi Edition) and 'Nav Bharat 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 newspapers. Copies of the newspaper cuttings, in original, containing the publications have been filed along with the Affidavit of Service. Pursuant 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 31.10.2012, wherein he has stated that he has not received any complaint against proposed Scheme from any person/party 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. In response to the notices issued in the Petition, Mr. Rakesh Chandra , Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit dated 04.012.2012. Relying on Clause 4 of Part – II of the Scheme, he has stated that, upon sanction of the Scheme, all the employees of the Transferor Company shall become the employees of the Transferee Company without any break or interruption in their services. In the Affidavit, it has been further stated as under:- " That the Deponent craves leave to submit that as per Clause 4 of Part-II of the Scheme of Amalgamations , all the Permanent staff/ employees of the Transferor Company shall become the employees of the Transferee Company without any break or interruption in their services upon sanctioning of the Scheme of Amalgamation by the Hon'ble Court. That the Deponent further craves leave to submit that the above information observation furnished by the Registrar of Companies. Delhi are material information with reference to the state of the affairs of the Company. Therefore, it is submitted that the Transferor & Transferee Companies may be asked to give an undertaking for all compliances from Reserve Bank of India as required under FEMA for above transactions involving foreign banks/ entities. If deemed fit & proper by the Hon'ble Court". Learned Senior Counsel for Petitioner undertakes to this Court that the petitioners Companies