#7 $,- * IN THE HIGH COURT OF DELHI AT NEW DELHI + CO.PET. 255/2011 IN THE MATTER OF MIS. SYNERGY STEELS LTD. .....Petitioner Through Ms. Vatsala I(ak, Advocate for petitioner-company. Mr. K.S. Pradhan, Deputy ROC for Regional Director (Northern Region). Ms. Ruchi Sindhwani, Advocate for Official Liquidator. CORAM: HON'BLE MR. JUSTICE MANMOHAN ORDER % 09.11.2011 This second motion petition has been filed under Sections 39 1(2) and 394 of the Companies Act, 1956 (for short 'Act') by the Petitioner Transferee Company seeking sanction of the scheme of the Amalgamation (for short 'Scheme') of M/s. Synergy Steels Ltd. (hereinafter referred to as 'Transferee Company') with M/s. Ascent Vyapaar Pvt. Ltd. (hereinafter referred to as 'Transferor Company'). The registered office of the Transferee Company is situated at New Delhi, within the jurisdiction of this court. The office of the Transferor Company is situated at Kolkata, outside the jurisdiction of this Court. 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 Transferor and Transferee Companies, there authorised, issued, subscribed and paid up capital have been given in the petition. Copies of the Memorandum and Articles of Association as well as the last audited annual accounts for the year ending 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 the directors of the Petitioner Companies approving the Scheme have also been 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, i'Jpon the Scheme finally coming into effect, each shareholder of the Transferor Company holding one equity share of the Transferor Company shall get 2.45 equity shares of the Transferee Company. In case of calculating the number of shares that each shareholder of the Transferor Company shall be entitled to that of the Transferee Company, all fractions shall be rounded off to the next whole number. The Petitioner Company had earlier filed CA (M) No. 87/2011 and seeking direction of this Court for dispensation of meetings. Vide order dated lOtli May, 2011, this Court allowed the application and dispensed with the requirement of convening meetings of shareholders and creditors of the Transferee Company. The Petitioner Company thereafter, filed the present petition seeking sanction of the Scheme. Vide order dated 1st June, 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 'Jansatta' (Hindi, Delhi edition). Affidavit of service and publication has been filed by the Petitioner showing compliance regarding service of the petition on the Regional Director, Northern Region and the Official Liquidator, and also regarding publication of citation in the aforesaid newspapers on 09.07.2011. Copies of the newspapers' cuttings in original, containing the publications have been filed along with affidavit of service. The Official Liquidator has filed his report dated 4th November, 2011 wherein he has stated that as the Petitioner Company is the Transferee Company and is not going to be dissolved and merged with any other company, the report of the Official Liquidator is not required. 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 dated 12t11 October, 2011. Relying on Clause 4 of Part III of the Scheme, he has stated that, all the employees of the Transferor Company shall become the employees of 9 1 the Transferee Company without any break or interruption in their services upon sanctioning of the Scheme by the Court. However, the Regional Director has pointed out that there is no mention in the Scheme as to whether the Petitioner Company has complied with the Accounting Standard- 14 issued by Institute of Chartered Accountants of India. Ms. Vatsala Kak, learned counsel for Petitioner Company states that the aforesaid Accounting Standard- 14 has been followed and shall be followed by the Petitioner Company. Today in Court, she has also handed over an affidavit dated 8th November, 2011 of Director of Petitioner Company affirming that the procedure of Accounting Standard- 14 shall be followed as and when the Scheme is sanctioned by this Court. Ms. Vatsala Kak further states that the Kolkata High Court has on a petition filed by the Transferor Company sanctioned the present Scheme. A computer generated copy of said order has also been handed over in Court today. Consequently, in view of the approval accorded by the Shareholders and Creditors of the Petitioner Company; affidavit filed by the Regional Director, Northern region, there appears to be no impediment to the grant of sanction to the Scheme. Accordingly, sanction is hereby granted to the Scheme under Sections 391 and 394 of the Act. The Petitioner Company 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 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 7 granting exemption from payment of stamp duty or taxes or any other charges, if payable in accordance with law; or permissionicompliance with any other requirement which may be specifically required under any law. Learned counsel for the Petitioner Company state that the Petitioner Company would voluntarily deposit a sum of 5 0,000/- 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. Order Dasti LL MANMOHAN,J NOVEMBER 09 9 2011 rn