37 $,. * IN THE HIGH COURT OF DELHI AT NEW DELHI + CO.PET. 206/2011 0 IN THE MATTER OF SNG TITLE SERVICES AND GUARANTEE PVT. LTD. & ORS Petitioners Through: Mr. Pratyush K. Yadav, Advocate for petitioners. Mr. Ashish Makhija, Advocate for Official Liquidator. Mr. K.S. Pradhan, Deputy Registrar of Companies for Regional Director, Northern Region. CORAM: HON'BLE MR. JUSTICE MANMOHAN ORDER % 13.12.2011 1. This second motion joint Petition has been filed under Sections 391 (2) & 394 of the Companies Act, 1956 (for short 'Act') seeking sanction of the Scheme of Amalgamation (for short 'Scheme') of SNG TITLE SERVICES & GUARANTEE PRIVATE LIMITED (hereinafter referred to as 'Transferor Company No.1'), HARVEST ADVISORY SERVICES PRIVATE LIMITED (hereinafter referred to as 'Transferor Company No.2'), BELAIR REALTY VENTURES PRIVATE LIMITED (hereinafter referred to as 'Transferor Company No.3') and RNM REALTORS PRIVATE LIMITED (hereinafter Page 1 of 8 Co. Pet.206 of2011 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 1referred to as 'Transferor Company No.4') (Collectively as 'Transferor Companies') with SNG CORPORATE ADVISORS PRIVATE LIMITED (hereinafter referred to as 'Transferee Company') 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 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 latest audited Annual Accounts for the year ended 31S March, 2010 of the Transferor and Transferee Companies have also been given in 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 proceeding under Sections 235 to 251 of the Act is pending against the Petitioner Companies. <4- Co. Pet.206 of2011 Page 2 of 8 c( 7. So far as the share exchange ratio for amalgamation is concerned, the Scheme provides that, upon the Scheme finally coming into effect, the Transferee Company shall issue shares in the following manner:- 9 (Nine) Equity Shares of Rs. 10/- each, credited as fully paid-up of the Transferee Company for every 10 Equity Shares of Rs.10/- each held in the Transferor Company No. - 9 (Nine) Equity Shares of Rs. 10/- each, credited as fully paid-up of the Transferee Company for every 10 Equity Shares of Rs.10/- each held in the Transferor Company No. 11 (Eleven) Equity Shares of Rs. 10/- each, credited as fully paid-up of the Transferee Company for every 10 Equity Shares of Rs. 10/- each held in the Transferor Company No. 1 (One) Equity Share of Rs. 10/- each, credited as fully paid- up of the Transferee Company for every 37 Equity Shares of Ks. 10/- each held in the Transferor Company No. 4. 8. The Petitioner Companies had earlier filed CA (M) No. 45 of 2011 directions of this Court for dispensation of meetings. Vide order dated OlS March, 2011, this Court allowed the Application and dispensed with the requirement of convening meetings of Shareholders and Un-secured Creditors of the Transferor and Transferee Companies. None of these Companies had any Secured Creditors. Co. Pet.206 of2011 Page 3 of 8 9. The Transferor and the Transferee Companies have thereafter filed the present Petition seeking sanction of the Scheme. Vide order dated 29th April, 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 "Business Standard" (English, Delhi Edition) and "Business Standard, (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 the Official Liquidator and also regarding publication of citations in the aforesaid newspapers on 02nd August, 2011. Copies of the newspapers' cuttings, in original, containing the publications have been filed along with the Affidavit of Service. 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 dated 30th September, 2011 wherein he has stated that he has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the Transferor Companies do not appear to have been conducted in a manner prejudicial to the interest of their members, creditors or to public interest. Co. Pet.206 of2011 Page 4 of 8 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 05th September, 2011. Relying on Clause 8.1 of the Scheme, he has stated that all the employees of the Transferor Companies shall become the employees of the Transferee Company without any break or interruption in their services upon sanctioning of the Scheme by the Court. Further, the Regional Director in Para 4 of his Affidavit has raised folowing objections: - "4. That the Deponent further craves leave to submit that Exchange Ratio has been determined by M/s VSD & Associates, Chartered Accountants. The valuation has been arrived at on the basis of Assets & Liabilities as on 31.03.2010. It is pertinent to mention here that the paid-up capital of all the Transferor & Transferee Companies has increased between the date of Balance Sheet as at 31.03.2010 and the date offihing of the petition except in case of M/s RNM Realtors Pvt. Ltd. Therefore, it is not clear whether the Valuer has taken effect of the further allotment of shares in the respective Companies on premium. Further, Share Exchange Ratio mentioned at para 9 (i) of the Petition differs from what is mentioned in the Scheme & Share Valuation Report." 13 The Petitioners have filed an affidavit dated 271h September, 2011 of Mr. Amit Aggrawal, Director of Transferee Company in response to the said objections of Regional Director. In para 2 of the said affidavit, it has been stated that the valuation report dated 10th January, 2011 submitted by MIs VSD Co. Pet.206 of2011 Page5of8 & Associates, Chartered Accountants, shows that the share exchange ratio has been arrived at on the basis of the assets and liabilities as on 31St December, 2010 after giving due effect to all the changes in the capital of the Transferor and Transferee Companies between the date of audited Balance Sheet as on 315t December, 2010 and the date of the filing of the petition. In para 3 of the affidavit it is stated that due to inadvertence and typographical error, the share exchange ratio was incorrectly typed in para 9 (1) of the second motion petition. It is further stated that the correct share exchange ratio has been stated in the Scheme as well as in the first motion petition. A perusal of valuation report dated 10th January, 2011 placed on record shows that the Valuer has taken the latest Un-audited Balance Sheet as at 315t December, 2010. The report submitted by the Official Liquidator reveals that he has also examined the accounts of the Transferor and Transferee Companies and no such discrepancies have been observed. In view of above, the objection of Regional Director does not survive. No objection has been received to the Scheme from any other party. Mr. Amit Aggrawal, Director of the Transferee Company, has filed an affidavit dated 12th December, 2011, confirming that neither the Petitioner Companies Co. Pet.206 of2011 Page 6 of 8 nor their Counsel has received any objection pursuant to citations published in the newspapers. 16. 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 4 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 Setions 391 and 394 of the Act. The Petitioner Companies 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 Companies 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 Companies be transferred to the Transferee Company without any further act or deed. Upon the Scheme coming into effect, the Transferor Companies shall stand dissolved without winding up. It is, however, clarified that this order will not be constructed as an order grating exemption from payment of stamp duty Co. Pet.206•of2011 Page 7of8 or taxes or any other charges, if payable in accordance with any law; or permission/compliance with any other requirement which may be specifically required under any law. Mr. Pratyush K. Yadav, learned counsel states that the Petitioner Companies would voluntarily deposit a sum of Rs.50,000/- with the Common Pool Fund of the Official Liquidator within three weeks. The said statement is accepted. The Petition is allowed in the above terms. Order Dasti 1~ --I MANMOT1NT DECEMBER 13, 2011 is '-'-I Co. Pet.206 of2011 Page 8 of 8