#11 $- * IN THE HIGH COURT OF DELHI AT NEW DELHI + CO.PET. 57/2011 IN THE MATTER OF MIS. SUNSHINE TRAVELS (INDIA) LTD. & ORS. .....Petitioners Through Mr. Anil Agarwal with Mr. Jagdeep Anand, Advocates for petitioner- companies. Mr. K.S. Pradhan, Dy. ROC for • Regional Director (Northern Region). Mr. Rajiv Bahi, Advocate for Official Liquidator. CORAM: HON'BLE MR. JUSTICE MANMOHAN ORDER % 18.08.2011 1. This joint petition has been filed under Sections 39 1(2) and 394 of the Companies Act, 1956 (hereinafter referred to as 'Act') seeking sanction of the Scheme of Amalgamation (for short 'Scheme') of MIS. SUNSHINE TRAVELS (INDIA) LIMITED (hereinafter referred to as 'Transferor Company No. 1') and MIS. KANORIA SOFTWARE PRIVATE LIMITED. (hereinafter referred to as 'Transferor Company No. 2') (collectively as 'Transferor Co. Pet. 5712011. Page 1 of7 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 Companies') with MIS. INTRUST GLOBAL eSERVICES PRIVATE LIMITED (hereinafter referred to as 'Transferee Company'). The registered offices of the Transferor Companies and Transferee Company 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 Co. Per 5712011 Page 2 of 7 into effect, the Transferee Company shall issue shares in the following iUiTiIiN "One Equity Share of Rs. 10/- each, credited as fully paid-up, of the Transferee Company for every 33.75 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 1.73 Equity Shares of Rs. 10/- each held in Transferor Company No. 2." The Petitioner Companies had earlier filed CA (M) No. 7/20 11 • seeking directions of this Court for dispensation of meetings. Vide order dated 20th January, 2011, this Court allowed the Application and dispensed with the requirement of convening meetings of Shareholders of Transferor and Transferee Companies. None of these Companies has any Secured or Un-secured Creditors. The Transferor and Transferee Companies have thereafter filed the present Petition seeking sanction of the Scheme. Vide order dated • 4th February, 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 'The Statesman' (English edition) and 'Dainik Jagran' (Hindi edition). Affidavit of Service with Publications has been filed by the Petitioners showing compliance regarding service of the Petition on the Regional Director, Co. Pet. 5712011 Page 3 of 7 Northern Region and the Official Liquidator, and also regarding publication of citations in the aforesaid newspaper on 18th1 July, 2011. Copies of the newspapers' cuttings, in original, containing the publications have been filed along with the Affidavit of Service. 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 19th May, 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 Nos. 1 and 2 do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest. In response to the notices issued in the Petition, Mr. B.K. Bansal, Regional Director, Northern Region, Ministry of Corporate Affairs has filed affidavit on 1St April, 2011. Relying on Clause 10 of Part-Ill of the Scheme, he has stated that, upon sanction of the Scheme, 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 this Co. Pet. 5712011 Page 4 of 7 Court. The Regional Director in the said affidavit has further stated that it has no objection to the present Scheme being sanctioned by this Court. No objection has been received to the Scheme from any other party. Mr. Anil Agarwal, learned counsel for Petitioner Companies, has filed an affidavit dated 18th August, 2011, confirming that neither the Petitioner Companies nor their counsel have received any objection pursuant to citations published in the newspapers. Even today, during .the course of hearing neither Mr. K.S. Pradhan, Deputy Registrar of Companies nor Mr. Rajiv Bahi, learned counsel for Official Liquidator has raised any objection to the Scheme. In view of the approval accorded by the Shareholders of the Petitioner Companies, affidavit filed by the Regional Director, Northern Region and report filed by 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 Co. Pet. 5712011 Page5of7 requirements in accordance with law. Certified copy of the 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 Companies Act, 1956, and in terms of the Scheme, the whole or part of the undertaking, the property, 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. It is, however, clarified that this order will not be construed as an order granting exemption from payment of stamp duty 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. 15. Learned Counsel for the petitioners states that the Petitioner Companies would voluntarily deposit a sum of Rs. 50,0001- with the Common Pool fund of the Official Liquidator within three weeks from today. The said statement is accepted. 1 '__3 Co. Pet. 5712011 . .Page 6 of 7 16. The Petition is allowed in the above terms. Order dasti. LL MANMtMINJ AUGUST 18, 2011 rn . Co. Pet. 5712011 Page 7 of 7