8 $-. * IN THE HIGH COURT OF DELHI AT NEW DELHI + CO.PET. 135/2011 IN THE MATTER OF CENTURY AUTO ENGII\iEERJNG PVT. LTD. Petitioners Through: Mr. Rajeev K. Goel, Advocate for Petitioners. Mr. Atma Sah, Assistant Registrar of Icl Companies for Regional Director, Northern Region. CORAM: HONBLE MR. JUSTICE MANMOHAN ORDER % 22.09.2011 This second motion joint petition has been filed under Sections 39 1(2) & 394; 100 to 104 of the Companies Act, 1956, (for short 'Act') seeking sanction of the Scheme of Arrangement (for short 'Scheme') for De-merger of Behrarnpur unit of Century Auto Engineering Pvt. Ltd. (Demerged Company) into Century Autotech Pvt. Ltd. (Resultant Company). The registered offices of both the Dernerged and Resultant Companies are situated at New Delhi, within the jurisdiction of this Court. Co. Pet. 135 of2011 Page 1 of 6 Digitally Signed By:AMULYA 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. Signature Not Verified Details with regard to the date of incorporation of Demerged and Resultant Companies, their authorized, issued, subscribed and paid up capital have been given in the Petition. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2010 of the Demerged and Resultant Companies have also been enclosed with the Petition. Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies approving the Scheme have also been placed on record. It has been submitted that no proceedings under Sections 235 to 251 of the Act are pending against the Petitioner Companies. The Petitioner Companies had earlier filed CA (M) No. 46 of 2011 seeking directions of this Court for dispensation of meetings. Vide order dated 4th March, 2011, this Court allowed the Application and dispensed Co. Pet. 135 of2011 Page 2 of 6 with the requirement of convening meetings of Shareholders and Creditors of the Demerged and Resultant Companies. 1 The Petitioner Companies have thereafter filed the present Petition seeking sanction of the Scheme. Vide order dated 21S March, 2011, notice in the petition was directed to be issued to the Regional Director, Northern Region. Citations were also directed to be published in 'The Statesman' (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 also regarding publication of citations in the aforesaid newspapers on 261h June, 2011, Copies of the newspapers' cuttings, in original, containing the publications have been filed along with the affidavit I of service. In response to the notices issued in the petition, Mr. B. K. Bansal, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit/Report dated 19th May, 2011. Relying on Para 4.2.1 of Part 4 of the Scheme, he has stated that all the employees of the Demerged Company with respect to the demerged business shall become the employees Co. Pet. 135 of2011 Page 3 of 6 of the Resultant Company without any break or interruption in their services upon sanctioning of the Scheme by the Court. The Regional Director in his Representation/Affidavit has also submitted that MIs Rajeev Goel & Associates, Advocates of the Petitioners vide their letter dated 18th April, 2011 has intimated that there are no charges proposed to be transferred from the Demerged Company to the Resultant Company. Learned counsel for the Petitioner Companies confirmed the same and also drew my attention to Clause 2.1.4 of the Scheme which provides that requisite form(s) will be filed with the Registrar of Companies by the Resultant Company for creation of charge; and by the Demerged Company for modi fication/satis faction of charge, to the extent required, after the approval of the Scheme by the Court. In view of the aforesaid clarifications given by the Petitioners, I am satisfied that the points raised by the Regional Director have been duly answered. No objection has been received to the Scheme from any other party. An affidavit, dated 20th September, 2011, has been filed in this Court c) L Co. Pet. 135 of2011 Page 4 of 6 confirming that neither the Petitioner Companies nor their counsel has received any objection pursuant to citations published in the newspapers. Even today, during the course of hearing, Mr. Atma Sah, Assistant Registrar of Companies for Regional Director (Northern Region) states that he has no objection to the present Scheme being sanctioned. In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; representation/reports filed by the Regional Director, Northern Region 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 formal order be filed with the Registrar of Companies within 30 days from the date of receipt of the same. In terms of the provisions of Sections 391 and 394 of the Act, all the properties, rights and powers of the Demerged Company pertaining to the demerged business be transferred to and yest in the Resultant Company without any further act or deed. Similarly, all the liabilities and duties of the Demerged Company relating to the demerged business be transferred to the Co. Pet. 135 of2011 Page 5 of 6 Resultant Company without any further act or deed. It is, however, clarified that this order will not be construed as an order granting exemption from payment of stamp duty or any other charges, if payable, in accordance with any law; or permissionlcompliance with any other requirement which may be specifically required under any law. k Mr. Rajeev K. Goel states that Petitioner Companies would 4 voluntarily deposit a sum of Z 50,0001- with the Common Pool fund of the Official Liquidator within three weeks from today. The said statement is accepted. The Petition is allowed in the above terms. Order dasti.. MANMOHAN,J SEPTEMBER 22, 2011 is I Co. Pet. 135 of2011 Page 6 of 6