* IN THE HIGH COURT OF DELHI AT NEW DELHI COMPANY JURISDICTION + CP Nos.22 & 23 of 2008 % DATED 28.03.2008 In the matter of : The Companies Act, 1956 Scheme of Amalgamation of: M/s. United Services Ltd. …Petitioner/Transferor Company with M/s Holistik India Ltd. ...Petitioner/Transferee Company Through : Mr. Ashish Agarwa, Advocate for the petitioners. Mr. R.D. Kashyap, Deputy R.O.C for Regional Director Ms. Manisha Tyagi, Counsel For the OL. VIPIN SANGHI, J. (ORAL) 1. These are two petitions under Sections 391-394 of the Companies Act, 1956 seeking sanction of the Scheme of Amalgamation of M/s. United Services Ltd.(Petitioner/Transferor company) with M/s Holistik India Ltd.(Petitioner/Transferee company). CP No.22/2008 has been preferred by CP Nos.22 & 23 of 2008 Page 1 of 5 the Transferor Company & CP No.23/2007 has been preferred by the Transferee Company. 2. The Petitioner/Transferor company was incorporated on 03.01.1986. The Petitioner/Transferee company was incorporated on 13.02.1991. 3. The registered offices of both the Petitioner companies are situated at 50, Adhchini, Sri Aurobindo Marg, New Delhi-110017, thus, within the jurisdiction of this Court. 4. The authorized share capital of the Petitioner/Transferor company is Rs.10 crores divided into 1 crore equity shares of Rs.10/- each, while the issued, subscribed and paid up equity share capital of the Petitioner/Transferor company is Rs.5,21,37,800/- divided into 52,13,780 equity shares of Rs. 10/- each. 5. The authorized share capital of the Petitioner/Transferee company is Rs.10 crores divided into 1 crore equity shares of Rs. 10/- each. The issued, subscribed and paid up Share Capital of Petitioner/Transferee company is Rs.2.5 crore divided into 25,00,000 equity Shares of Rs.10/- each. 6. The Transferor and Transferee companies had filed Company Applications (M) Nos. 163&164/2007 respectively which were allowed by a CP Nos.22 & 23 of 2008 Page 2 of 5 common order dated 28.11.2007. By the aforesaid order, the requirement of conducting the statutory meetings of the equity shareholders, Secured and unsecured Creditors of both the Petitioner companies, for the purpose of considering and, if thought fit, approving the said Scheme of Amalgamation were dispensed with. 7. Vide orders dated 18.01.2008 in both the aforesaid petitions, citations were directed to be published in “The Statesman” (English edition) and “Jansatta” (Hindi edition), in terms of Companies (Court) Rules, 1959. An affidavit dated 19.02.2008 has been filed by one Mr. Vinod Kumar, the authorized representative of the petitioner company about the publication of the citations in “The Statesman” (English edition) and “Dainik Jagran” (Hindi edition), on 09.02.2008 and 12.02.2008 respectively. The said publications containing the said citations were also produced along with the affidavit. 8. Notices were issued to the OL and the Regional Director (Northern Region) vide order dated 18.01.2008. Pursuant to the notice issued to the OL, a report dated 25.03.2008 has been filed by the Official Liquidator. The Official Liquidator has stated that he sought information from the petitioner company vide its letter No.OL/TECH/AMAL/118/503 dated 18.02.2008, upon which the requisite information was furnished by the Petitioner Companies. 9. The OL has stated that he has considered the accounts of Petitioner companies as on 31st March 2007. The OL in its report has stated CP Nos.22 & 23 of 2008 Page 3 of 5 that he has not received any complaint against the Scheme of Amalgamation from any person/parties interested in the scheme in any manner whatsoever, and on the basis of information submitted by the petitioner companies. Thus it is inferred that the affairs of the petitioner companies do not appear to have been conducted in a manner prejudicial to the interest of the members, creditors, or public and in accordance with the provisions of Section 394(1) of the Companies Act, 1956. 10. The report has also been filed by Shri Dhan Raj, Regional Director(R.D) (Northern Region) by an affidavit, dated 19.03.2008. The only observation made by the R.D is with regard to the compliance of the accounting standard-14. The petitioner has filed an undertaking by way of an affidavit of one Sh.U.K.Gupta, Managing Director, dated 26.03.2008, stating that the petitioner company will comply with accounting standard-14. In view of the aforesaid the objection of the R.D does not stand. 11. There is no other legal impediment to sanction of the Scheme of Amalgamation which is annexed to the petition. Consequently, sanction is hereby granted to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. The petitioner companies will comply with the statutory requirements in accordance with law. Certified copies of this order be filed with the Registrar of Companies within five weeks. It is also clarified that this order will not be construed as an order granting exemption from payment of stamp duty that is payable in accordance to law. Upon sanction CP Nos.22 & 23 of 2008 Page 4 of 5 becoming effective from the appointed date of amalgamation, that is 31.03.2007, the Transferor company stands dissolved without being wound up. The O.L. shall be paid one set of expenses amounting to Rs.10,000/- within two weeks, to be deposited in the Common Pool Fund. 12. The petitions are disposed of in terms of the above order. VIPIN SANGHI March 28, 2008 JUDGE aj CP Nos.22 & 23 of 2008 Page 5 of 5