Experion Developers(International) Pvt Ltd

Order Dasti

INDERMEET KAUR, J DECEMBER 20, 2012 rb

* IN THE HIGH COURT OF DELHI AT NEW DELHI % Date of Judgment:20.12.2012 + CO. PET. 454/2012 EXPERION DEVELOPERS (INTERNATIONAL) PRIVATE LIMITED ……… TRANSFEROR / PETITIONER COMPANY – I WITH EXPERION DEVELOPERS PRIVATE LIMITED ………..TRANSFEREE / PETITIONER COMPANY- II Through:- Mr. N.P.S. Chawla, Ms. Simran Sethi, Advocates for the Petitioners. Mr. Mr. K.S. Pradhan, Astt. Registrar of Companies for the Regional Director INDERMEET KAUR, J. (Oral) 1. This joint Petition has been filed under sections 391 & 394 of the Companies Act, 1956 by the Petitioner Companies seeking sanction to the Scheme of Amalgamation between Experion Developers (International) Private Limited and Experion Developers Private Limited. The registered offices of both the Petitioner Companies are situated at New Delhi, within the jurisdiction of this Court. 2. Details with regard to the date of incorporation of both the Petitioner Companies, their authorized, issued, subscribed and paid-up capital have been given in the Petition. 3. Copies of the Memorandum and Articles of Association as well as the audited Annual Accounts for the year ended March 31, 2012 of the both the Petitioner Companies have also been enclosed with the Petition. 4. Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies approving the Scheme of Amalgamation have also been placed on record. 5. It has been submitted that no proceedings under Sections 235 to 251 of the Companies Act, 1956 is pending against the Petitioner Companies. 6. So far as the share exchange ratio for amalgamation is concerned, the Scheme provides that, upon the Scheme finally coming into effect, the Petitioner Company-II shall issue shares in the following manner: 0.62 equity share of the Petitioner Company - II of the face value of Rs. 10/- each for every 1 (One) equity share of the face value of Rs. 10/- each of the Petitioner Company - I. 7. The Petitioner Companies had earlier filed CA (M) No. 149 of 2012 seeking directions of this Court for dispensation/convening of meetings. Vide order dated 14.09.2012, this Court allowed the Application and dispensed with the requirement of convening meetings of all the Equity Shareholders and Unsecured Creditors of both the Petitioner Companies and Unsecured Debenture holder of Petitioner Company- II. 8. The Petitioner Companies have thereafter filed the present Petition seeking sanction of the Scheme of Amalgamation. Vide order dated 26.09.2012, notice in the Petition was directed to be issued to the Regional Director (Northern Region), Ministry of Corporate Affairs, the Official Liquidator. Citations were also directed to be published in "The Statesman" (English, Delhi Edition) and "Veer Arjun" (Hindi, Delhi Edition). Affidavit of Service and Publication has been filed by the Petitioners confirming the publication of citations in the aforesaid newspapers on 06.11.2012. Copies of the newspaper cuttings, in original, containing the publications have been filed along with the Affidavit of Service. 9. 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 18.12.2012 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 Petitioner Company -I do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest. 10. In response to the notices issued in the Petition, Mr. Rakesh Chandra, Learned Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit/Report dated 13.12.2012. Relying on Clause 1.17 of Part III of the Scheme of Amalgamation, he has stated that, upon sanction of the Scheme of Amalgamation, all the employees of the Transferor Company/ Petitioner Company -I shall become the employees of the Transfe