CP No. 27 of 2010 (O&M) [1] IN THE HIGH COURT OF PUNJAB AND HARYANA AT CHANDIGARH CP No. 27 of 2010 (O&M) Date of Decision:2.7.2010 In the Scheme of Amalgamation of Puja Investments Pvt. Ltd. ......Transferee Company With Flourish Manufacturing & Automotive Limited. .......Transferor Company CORAM: HON'BLE MR. JUSTICE HEMANT GUPTA Present: Ms. Jyoti Sareen, Advocate, for the petitioner. Shri D.P. Ojha, Official Liquidator. 1. Whether Reporters of local papers may be allowed to see the judgment? 2. To be referred to the Reporters or not? 3. Whether the judgment should be reported in the Digest? HEMANT GUPTA, J (Oral). The present petition under Sections 391-394 of the Companies Act (for short `the Act’) read with Rule 9 of the Companies (Court) Rules, 1959, is for sanctioning the scheme of amalgamation, Annexure P.3, between the petitioner-Transferee Company i.e. M/s Puja Investments Pvt. Ltd., a Company incorporated under the Act, having its registered office at Ludhiana, within the territorial jurisdiction of this Court and M/s Flourish Manufacturing & CP No. 27 of 2010 (O&M) [2] Automotive Limited, having its registered office at New Delhi. The scheme of amalgamation, Annexure P.3, was approved by the Board of Directors of the Transferee Company vide resolution dated 9.11.2009. On the basis of the said resolution, the Transferee Company sought exemption from holding the meeting of the equity and preferential shareholders and unsecured creditors of the Transferee Company for the purpose of approval of the scheme of amalgamation in Company Petition No. 20 of 2010. This Court on 5.2.2010 dispensed with the holding, conducting and convening of the meeting of the equity and preferential shareholders and unsecured creditors of the Transferee Company. Thereafter, the petitioner has filed the second motion petition. The petition was ordered to be publicized by publication in the Daily `Hindustan Times’ (English) and `Dainik Bhaskar’ (Hindi) as well as in the Official Gazette of the Government of Punjab. Notice was also ordered to be issued to the Regional Director, Northern Region, Ministry of Corporate Affairs, Noida. In pursuance of such notice, no objections have been received. However, an affidavit dated 23.3.2010 of the Regional Director, Northern Region, Ministry of Corporate Affairs, Noida, has been filed under Section 394-A of the Act. In the said affidavit, it has been stated that the petitioner was asked to furnish certain information vide letter dated 9.3.2010, but the said information has not been supplied. When the case came up for hearing on 2.7.2010, the learned Official Liquidator, appearing for the Regional Director, stated that the Regional Director has no objection to the proposed scheme of amalgamation, but the said approval of the scheme of amalgamation CP No. 27 of 2010 (O&M) [3] should be made subject to approval by the Delhi High Court in respect of the Transferor Company. In the scheme of amalgamation, it is pointed out that on amalgamation of the Transferee Company, the share capital of the Transferor Company shall be extinguished since all the shares of the Transferor Company are held by the Transferee Company. It is also contemplated that all the employees of the Transferor Company, who are in the employment on the effective date of the Scheme shall as from such date, become the employees of the Transferee Company on the basis that their services have not been interrupted by vesting of the undertaking of the Transferor Company in the Transferee Company under the Scheme and that the terms and conditions of services applicable to them on the effective date will not in any way be less favourable to them than those applicable to them immediately before the effective date. It is also contemplated that the implementation of the Scheme shall be in compliance of Section 211 of the Act and the Rules, Guidelines, Regulations, if any, made thereunder. It also contemplates that if the scheme is not sanctioned by the Delhi High Court for any reason, whatsoever, or for any other reason the scheme cannot be implemented, the scheme will become null and void and be of no effect and in that event no rights and/or liabilities shall accrue to or be incurred inter-se by the Transferor Company and the Transferee Company. It has also been mentioned that no proceedings are pending against the Transferor Company under Sections 235 to 251 of the Act. Having regard to the to the fact that the scheme of amalgamation in no way runs contrary to the public policy nor affects the interests of the share holders, secured or unsecured creditors of CP No. 27 of 2010 (O&M) [4] the Transferee/Transferor Company, the scheme of amalgamation is approved subject to orders that may be passed by the Delhi High Court in the petition filed by the Transferor Company. The Scheme shall be binding on the Transferee Company and the Transferor Company, their respective shareholders and all concerned. A certified copy of the order shall be filed with the Registrar of the Companies within 14 days from the date of receipt of certified copy of this order in Form No. 41. Notice of the orders be published in the Hindustan Times (English) and Dainik Bhaskar (Hindi) and in the Official Gazette of the Punjab Government. Any person interested shall be at liberty to apply to this Court for any direction(s) as per law. Petition stands disposed of in the above terms. [ HEMANT GUPTA ] JUDGE 2.7.2010 ds