* IN THE HIGH COURT OF DELHI AT NEW DELHI COMPANY JURISDICTION + CP No. 169 of 2007 % DATED 24.03.2008 In the matter of : The Companies Act, 1956 Scheme of Amalgamation of: Standard Machines & Equipments Pvt. Ltd. …Applicant/Transferor Company no.1 Standard Cylinders Pvt. Ltd. ...Applicant/ Transferor Company No.2 with Standard Castings Pvt. Ltd. ....Applicant/Transferee Company Through : Mr. Arun Aggarwal, Advocate for the petitioner Mr. R.D. Kashyap, Deputy R.O.C for Regional Director Ms. Manisha Tyagi, Advocate For the OL. VIPIN SANGHI, J. (ORAL) 1. This is a petition under Sections 391-394 of the Companies Act, 1956 seeking sanction of the Scheme of Amalgamation of Standard Machines & Equipments Pvt. Ltd. (Applicant/transferor company No.1), Standard Cylinders Pvt. Ltd. (Applicant/transferor C.P. No.169/2007 Page 1 of 6 company no.2) with Standard Castings Pvt. Ltd. (Applicant/transferee company). 2. The Applicant/Transferor Company no.1 was incorporated on 28.04.1980. The applicant/ Transferor Company No.2 was incorporated on 27.11.1978 and the applicant/transferee company was incorporated on 14.03.1960. 3. The registered office of the Applicant/Transferor company no.1 is at I-70, Ashok Niketan, New Delhi, and of Applicant/Transferor company no.2 and Applicant/Transferee company are at B-89, Mayapuri Indl. Area, Phase-I, New Delhi, thus, within the jurisdiction of this Court. 4. The authorized share capital of the Applicant/Transferor company no1 is Rs.25 lacs divided into 25000 equity shares of Rs.100/- each, while the issued, subscribed and paid up equity share capital of the Applicant/Transferor company no.1 is Rs.10,05,100/-divided into 10,051 equity shares of Rs. 100/- each. 5. The authorized share capital of the Applicant/Transferor company no.2 is Rs.20 lac divided into 20,000 equity shares of Rs. 100/- each, while the issued, subscribed and paid up equity share capital of the Applicant/Transferor company no.2 is Rs.17,45,300/- divided into 17,453 equity shares of Rs. 100/- each. C.P. No.169/2007 Page 2 of 6 6. The authorized share capital of the Applicant/Transferee company is Rs.1 crore divided into 10 lacs equity shares of Rs. 10/- each. The issued, subscribed and paid up Share Capital of Applicant/Transferee company is Rs.24,12,500/- divided into 2,41,250 equity Shares of Rs.10/- each. 7. The petitioner companies had filed a joint Company Application (M) No.120/2006 which was allowed by order dated 20th March 2007. By the aforesaid order, the requirement of conducting the statutory meetings of the equity shareholders, Secured and Unsecured creditors of both the transferor companies and the meetings of equity shareholders and secured creditors of the transferee company for the purpose of considering and, if thought fit, approving the said Scheme of Amalgamation was dispensed with. 8. The Court directed the meeting of the unsecured creditors of the Transferee company to be convened at B-89, Mayapuri Indl Area, Phase-I, New Delhi-110064, on 28th April 2007 at 11.00 am , for the purpose of considering and, if thought fit, approving the said Scheme of Amalgamation. 9. Mr Rajesh Banati, Advocate and Ms. Amarjeet Vedi, Advocate were appointed as the Chairperson and the Alternate Chairperson respectively for the meeting of unsecured creditors of the Transferee company. The required quorum was fixed as 2 unsecured C.P. No.169/2007 Page 3 of 6 creditors in number and 15% in value of the total unsecured debt. The Chairperson of the said meeting, in his report dated 28.04.2007, has reported that three unsecured creditors, entitled together to more than 50% in value of the total unsecured debt, attended the meeting, either in person or through their representatives, thus satisfying the required quorum. The said Scheme was approved unanimously by the participants at the said meeting. The copy of the Chairperson's report has been filed on record. 10. Vide order dated 30.07.2007, citations were directed to be published in “The Statesman” (English edition) and “Veer Arjun” (Hindi edition), in terms of Companies (Court) Rules, 1959. An affidavit dated March 17, 2008 has been filed by one Mr. Arun Aggarwal, Advocate, the authorized representative of the petitioner companies about the publication of the citations in “The Statesman” (English edition) and “Veer Arjun” (Hindi edition), on 23.08.2007. The said publication containing the said citations were also produced along with the affidavit. 11. Notices were issued to the OL and the Regional Director (Northern Region) vide order dated 30.07 2007. Pursuant to the notice issued to the OL, a report dated 7.03.2008 has been filed by the Official Liquidator. The Official Liquidator sought information from the petitioner company vide its letter No.OL/TECH/AMAL/65/636 dated C.P. No.169/2007 Page 4 of 6 29.08.2007, upon which, it is stated that the requisite information was furnished by the Petitioner Companies. 12. The OL states that he has considered the accounts of Petitioner companies as on 31st March 2007. The OL in its report has stated that he has not received any complaint against the Scheme of Amalgamation from any person/parties interested in the scheme in any manner whatsoever, and on the basis of information submitted by the petitioner companies. Thus it is inferred that the affairs of the petitioner companies do not appear to have been conducted in a manner prejudicial to the interest of the members, creditors, or public and in accordance with the provisions of Section 394(1) of the Companies Act, 1956. 13. The report has also been filed by Shri Dhan Raj, Regional Director (R.D.) (Northern Region) vide an affidavit, dated 10.03.2008. The only objection raised by the R.D is with regard to the compliance of the accounting standard-14 post amalgamation. The petitioner has filed an affidavit of one Ms. Geetha Manchanda dated14.03.2008, stating that the petitioner companies will comply with accounting standard-14 as approved by the government. In view of the aforesaid the objection of the R.D does not stand. 14. There is no other legal impediment to sanction of the Scheme of Amalgamation which is annexed to the petition. C.P. No.169/2007 Page 5 of 6 Consequently, sanction is hereby granted to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. The petitioner companies will comply with the statutory requirements in accordance with law. Certified copies of this order be filed with the Registrar of Companies within five weeks. It is also clarified that this order will not be construed as an order granting exemption from payment of stamp duty that is payable in accordance to law. Upon sanction becoming effective, from the appointed date of amalgamation, that is 31st March 2005, the Transferor company stands dissolved without being wound up. The O.L. shall be paid expenses amounting to Rs.10,000/- within two weeks, to be deposited in the Common Pool Fund. 15. The petition is disposed of in terms of the above order. VIPIN SANGHI, March 24, 2008 JUDGE aj C.P. No.169/2007 Page 6 of 6