COMPANY PETITON NO. 404/2010 Page 1 17. * IN THE HIGH COURT OF DELHI AT NEW DELHI + COMPANY PETITION NO. 404/2010 % Date of decision: 20th December, 2010 DOOSAN BABCOCK ENGINEERING AND SERVICES INDIA PRIVATE LIMITED ..... Petitioner/Transferor Company No. 1. DOOSAN BABCOCK ENERGY INDIA PRIVATE LIMITED ..... Petitioner/Transferor Company No. 2. AND DOOSAN PROJECTS INDIA PRIVATE LIMITED ..... Petitioner/Transferee Company. Through Mr. Rishi Agrawal & Mr. Rajiv Kumar, Advocates for the petitioner companies. Astt. ROC in person for RD. Mr. Rajiv Behl, Advocate for the Official Liquidator. CORAM: HON'BLE MR. JUSTICE SANJIV KHANNA O R D E R (ORAL) 1. This second motion petition under Sections 391-394 of the Companies Act, 1956 (Act, for short) has been filed by Doosan Babcock Engineering and Services India Private Limited and Doosan Babcock Energy India Private Limited (hereinafter referred to as the transferor company Nos. 1 and 2 respectively) and Doosan Projects India private Limited (hereinafter referred to as the transferee company) in respect of scheme of amalgamation, which has been enclosed as Annexure-A to this petition. 2. The registered office of the transferor company Nos. 1 and 2 and the transferee company are located in Delhi. The transferor company COMPANY PETITON NO. 404/2010 Page 2 Nos. 1 and 2 and the transferee company had earlier filed Company Application (Main) No. 175/2010, which was disposed of vide order dated 28th September, 2010. By this order the Court was pleased to dispense with the meeting of the shareholders and unsecured creditors of the transferor company Nos. 1 and 2 and the transferee company. The transferor company Nos. 1 and 2 and the transferee company do not have any secured creditor. Meeting of the preference shareholders of the transferor company No. 1 was also dispensed with. It is stated in the petition that there has been no material change in the creditors and shareholding pattern of the transferor company Nos. 1 and 2 and the transferee company. The transferor company Nos. 1 and 2 and the transferee company are group companies. 3. After filing of the present petition, notices were issued to the Official Liquidator and the Regional Director (Northern Region). Notice of hearing of petition was also advertised in the newspapers ‘The Statesman’ (English) and ‘Jansatta’ (Hindi). The petitioners have placed on record newspaper cuttings of publication of the notices. Affidavit has been filed stating that the petitioners or their counsel have not received any complaint or objection against the proposed scheme of amalgamation. 4. The Official Liquidator in his report has stated that he has not received any complaint against the proposed scheme of amalgamation from any person/party interested in the scheme in any manner till the date of filing of this report. The Official Liquidator has further stated that on the basis of information submitted by the petitioner companies, he is of the view 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 public interest. 5. The Regional Director (Northern Region) in his report has stated COMPANY PETITON NO. 404/2010 Page 3 that all employees of the transferor company Nos. 1 and 2 shall become employees of the transferee company without any break or interruption in their services upon sanction of the scheme. 6. The Regional Director (Northern Region) has, however, raised an objection stating that the scheme in paragraph 17.1 of Part-IV envisages amendment in the Memorandum of Association of the transferee company. It is submitted that this automatic amendment is not permitted and Memorandum of Association of the transferee company can be changed/altered after following the prescribed procedure under the Act. 7. The aforesaid objection raised by the Regional Director (Northern Region) has no merit and is squarely covered by the decision of this Court in Company Petition No. 444/2009, In Re Techpro Ashtech Limited and other Companies decided on 4th March, 2010. In the said decision, leaned single Judge of this Court has relied upon decision of the Bombay High Court in PMP Auto Industries Limited (1994) Vol. 80 Company Cases 289 (Bombay). In the said case it has been held that Section 391 of the Act is a complete code and is in nature of a Single Window Clearance System, which ensures that the parties are not put to avoidable, unnecessary and cumbersome procedure. It is noticed that the nature of amendment prayed for and mentioned in the scheme will result in incorporation of the business activities, which were earlier being undertaken by the transferor company Nos. 1 and 2, which upon merger will be now undertaken by the transferee company. All shareholders of the transferor company Nos. 1 and 2 and the transferee company have already approved the scheme. In view of the said decisions, the objection raised by the Regional Director (Northern Region) is overruled. 8. The present petition is allowed and the scheme of amalgamation is approved/sanctioned. This order will not be construed as an order COMPANY PETITON NO. 404/2010 Page 4 granting exemption from payment of stamp duty, if payable. The petition is disposed of. DASTI. SANJIV KHANNA, J. DECEMBER 20, 2010 VKR