#24 $ * IN THE HIGH COURT OF DELHI AT NEW DELHI + CO.PET.8112011 IN THE MATTER OF MIS. BANSAL DEVELOPMENT CO. PRIVATE LTD. Petitioner Through Mr. Sandeep Bhuraria, Advocate for petitioner-companies. Mr. Raisuddin, Deputy Official S Liquidator for Official Liquidator. Mr. K.S. Pradhan, Deputy Registrar of Companies for Northern Region CORAM: HON'BLE MR. JUSTICE MANMOHAN ORDER % 30.08.2011 1. This second motion joint Petition has been filed under Sections • 39 1(2) to 394 of the Companies Act, 1956 (for short 'Act') by the Petitioner Companies seeking sanction of the Scheme of Amalgamation (for short 'Scheme') of MIs. Bansal Development Company Private Limited (hereinafter referred to as 'Transferor Company') with MIs. Prem Traders And Investments Private Limited 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 y-V (hereinafter referred to as 'Transferee Company') [collectively as 'Petitioner Companies']. The registered offices of the Transferor and Transferee Companies are situated at New Delhi, within the jurisdiction of this Court. Details 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. 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 Transferor and Transferee 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 S placed on record. It has been submitted that no proceeding under Sections 235 to 251 of the Act is pending against the Petitioner Companies. So far as the share exchange ratio for amalgamation is concerned, the Scheme provides that, upon the Scheme finally coming 'C into effect, the Transferee Company shall issue shares in the following manner: - allot] (One) Ordinary Share of T 10/- each, fully paid up to each and every equity shareholder of the Transferor Company, whose name appear in the register of members of the Transferor Company as on the Record Date to be fixed by the Board of Directors of the Transferee Company, in lieu of 6134 equity shares of 10/- each, fully paid up held by such shareholders in the Transferor Company, allot] (One) Equity "A" Share of ]0/- each, fully paid up, to each and every Equity "A" shareholder of the Transferor Company whose name appear in the register of member of the Transferor Company as on the Record Date to be fixed by the Board of Directors of the Transferee Company, in lieu of] Equity "A" Share of Rs. ?]0/- each, fully paid up held by such shareholders in the Transferor Company, on the same terms and conditions on which they were issued in the Transferor Company. 8. The Petitioner Companies had earlier filçd CA (M) No. 23 of 2011 seeking directions of this Court for dispensing with the requirement of convening and holding meetings of the Equity Shareholders, Equity "A" Shareholders and Unsecured Creditors of Transferor Company and the Ordinary Shareholders and Preference Shareholders of the Transferee Company. Vide order dated 31 January, 2011, this Court allowed the Application and dispensed with the requirement of convening meetings of Shareholders and Unsecured Creditors of the Transferor Company and Shareholders of the Transferee Company. There are no Unsecured Creditors in the Transferee Company and the Transferor and Transferee Companies have no Secured Creditors. S 9. The Petitioner Companies have thereafter filed the present Petition seeking sanction of the Scheme. Vide order dated 21st February, 2011, notice of 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 'The Statesman' (English, Delhi Edition) and 'Veer Arjun' (Hindi, Delhi Edition). Affidavit confirming Publication of Notices in 'The Statesman' • (English, Delhi Edition) and 'Veer Arjun' (Hindi, Delhi Edition) has been filed by the Counsel of the Petitioner Companies showing compliance regarding publication of citations in the aforesaid newspapers on 8th July, 2011. 10. 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 on 1st June, 2011 wherein he has stated that he has not received any complaint against the proposed Scheme from any personlparty 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. 11. 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 on 2rd May, 2011. Relying on Clause 5.6 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 upon sanctioning of the Scheme by this Court. S 12. No objection has been received to the Scheme from any other party. Mr. Mahendra Singh, Director of both the Transferor and Transferee Companies, has filed an affidavit on 20 1h August, 2011, confirming that the Petitioner Companies have not received any objection pursuant to citations published in the newspapers. The Counsel of the Petitioner Companies has also filed its affidavit confirming that no objection has been received to the Scheme from any other party. Even today, during the course of hearing, Mr. K. S. Pradhan, Deputy Registrar of Companies for Regional Director (Northern Region) and Mr. Raisuddin, Deputy Official Liquidator appearing for Official Liquidator state that they have no objection to the present Scheme being sanctioned. In 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 ofthe 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, and in terms of the Scheme, the whole or part of the undertaking, the property, rights and powers of the Transferor Company be transferred to and vest in the Transferee Company without any further act or deed. Similarly, in terms of the Scheme, all - the liabilities and duties of the Transferor Company be transferred to the Transferee 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 taxes or any other charges, if payable in accordance with any law; or permission/ compliance with any other requirement which may be specifically S required under any law. Learned Counsel for the petitioners states that the Petitioner Companies would voluntarily deposit a sum of T 30,000/- 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 IL—i . AUGUST 30, 2011 MANANJ rn ~in p C-Ø- r-