Blanche Trading Pvt. Ltd. Vs

ORDER

08.11.2011 This second motion joint Petition has been filed under Sections 391(2) & 394 ofthe Companies Act, 1956 ( for short 'Act') seeking sanction of the Scheme of Amalgamation (for short 'Scheme') ofM/s. Blanche Trading Private Limited (hereinafter referred to as 'Transferor Company No. 1 '), M/s. Fezina Trading Private Limited (hereinafter referred to as 'Transferor Company No. 2'), M/s. Niyukti Buildwell Private Limited (hereinafter referred to as 'Transferor Page 1 of7 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. Company No. 3 '), M/s. Gladys Infotech Private Limited (hereinafter referred to as 'Transferor Company No. 4') and M/s. Nerissa Trading Private Limited (hereinafter referred to as 'Transferor Company No. 5') with M/s. Valora Trading Private Limited (hereinafter referred to as 'Transferee Company').

¶2The registered offices of the Transferor and Transferee Companies are situated at New Delhi, within the 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 for the year ended 31st March, 2011 of the Transferor and Transferee Companies have also been enclosed with the Petition.

¶5Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies approving the Scheme of Amalgamation have also been placed on record. Page 2 of7

¶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 corning into effect, the Transferee Company shall issue shares in the following manner:- 1 Equity Share ofRs. 10/- each, credited as fully paid-up, of the Transferee Company for every 1.69 Equity Share of Rs. 10/- each held in the Transferor Company No. 1.

1.176 Equity Share of Rs. 10/- each, credited as fully paid-up, ofthe Transferee Company for every 1 Equity Share ofRs. 10/- each held in the Transferor Company No. 2.

1.176 Equity Share of Rs. 10/- each, credited as fully paid-up, ofthe Transferee Company for every 1 Equity Share ofRs. 10/- each held in the Transferor Company No.3.

1.17 6 Equity Share of Rs. 10/- each, credited as fully paid-up, of the Transferee Company for every 1 Equity Share ofRs. 10/- each held in the Transferor Company No.4.

1.176 Equity Share of Rs. 10/- each, credited as fully paid-up, of the Transferee Company for every 1 Equity Share ofRs. 10/- each held in the Transferor Company No.5.

¶8The Petitioner Companies had earlier filed CA (M) No. 116 of 20 11 seeking directions of this Court for dispensation of meetings. Vide order dated gth August, 2011, this Court allowed the Application Page 3 of7 h and dispensed with the requirement of convenmg meetings of l Shareholders and Un-secured Creditors of the Transferor Companies and the Transferee Company. None of these Companies had any Secured Creditors.

¶9The Transferor and Transferee Companies have thereafter filed the present Petition seeking sanction of the Scheme. Vide order dated 26th August, 2011, notice in the Petition was directed to be issued to the Regional Director, Northern Region and the Official Liquidator. Citations were also directed to be published in 'Indian Express' (English, Delhi Edition) and 'Veer Arjun' (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 1Oth October, 2011. Copies of the newspapers' cuttings, in original, containing the publications have been filed along with the Affidavit of Service.

¶10Pursuant to the notices issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information Page 4 of7 received, the Official Liquidator has filed his report on 19th October, 2011 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 do not appear to have been conducted in a manner prejudicial to the interest of their members, creditors or to public interest.

¶11In response to the notices issued in the Petition, Mr. B.K. Bansal, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit on 18th. October, 2011. Relying on Clause 7 of the Scheme, he has stated that 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 Court.

¶12No objection has been received to the Scheme from any other party. Mr. Gaurav Jain, Authorized Representative of Transferee Company and Mr. Manoj Kumar Garg, learned counsel for th~ Petitioner Companies, have filed affidavits dated 18th October, 2011, confirming that neither the Petitioner Companies nor their counsel has Co. Pet. 354 oj2011 Page 5 of7 received any objection pursuant to citations published m the newspapers. -13. Even today, Mr. Atma Shah, Assistant Registrar of Companies appearing for Regional Director (Northern Region) and Mr. Sanjay Katyal, learned counsel for Official Liquidator state that they have no objection to the present petition being allowed. :()

¶14In view of the approval accorded by the Shareholders and creditors of the Petitioner Companies; affidavit/report filed by the Regional Director, Northern 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 Companies will comply with the statutory requirements in accordance with law. 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 of the Act, and in terms of the Scheme , the whole or part of the undertakings, the properties, rights and powers of the Transferor Companies be transferred to and vest in the Transferee Company Page 6 of7 without any further act or deed. Similarly, in terms of the Scheme, all the liabilities and duties of the Transferor Companies be transferred to the Transferee Company without any further act or deed. Upon the Scheme coming into effect, the Transferor Companies 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 Petitioners states that the Petitioner Companies would voluntarily deposit a cumulative sum of ~ 1,00,000/- with the Common Pool fund of the Official Liquidator within three weeks. The said statement is accepted.

¶16The Petition is allowed in the above terms. Order Dasti. NOVEMBER 08, 2011 m 1L MANMOHJ,\N,J Page 7 of7

#20 * IN THE HIGH COURT OF DELHI AT NEW DELHI + CO.PET. 354/2011 IN THE MATTER OF MIS BLANCHE TRADING PVT. LTD. & ORS. Through CORAM: ..... Petitioners Mr. Manoj Kumar Garg with Mr. Amit Ojha and Mr. Animesh K. Sinha, Advocates for petitioner- compames. Mr. Atma Shah, Assistant Registrar of Companies for Regional Director (Northern Region). Mr. Sanjay Katyal, Advocate for Official Liquidator. HON'BLE MR. JUSTICE MANMOHAN 1.