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2016 Supreme(Del) 2401
IN THE HIGH COURT OF DELHI AT NEW DELHI
SUDERSHAN KUMAR MISRA, J.
In the matter of : Allied Trademart Private Limited - Petitioner
Company Petition No. 242 of 2015
Decided On : 19-07-2016
Advocate Appeared:
For the Petitioners: Mr. Praveen K. Mittal
For the Regional Director : Ms. Aparna Mudiam
The central legal point established in the judgment is the grant of sanction to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956, allowing the transferor companies to stand dissolved without undergoing the process of winding up.
Headnote:
Companies Act - Scheme of Amalgamation - Sections 391, 394 - Summary of Acts and Sections: The court granted sanction to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956, allowing the transferor companies to stand dissolved without undergoing the process of winding up.
Fact of the Case:
The joint petition was filed under Sections 391 & 394 of the Companies Act, 1956 by the petitioner companies seeking sanction of the Scheme of Amalgamation of multiple companies with a transferee company. The registered offices of the companies were situated in New Delhi.
Finding of the Court:
The court granted sanction to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956, allowing the transferor companies to stand dissolved without undergoing the process of winding up.
Issues: The main issue was to seek sanction of the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956.
Ratio Decidendi: The court examined the compliance with statutory requirements, approval by equity shareholders and creditors, and the absence of objections from the Regional Director and Official Liquidator, leading to the grant of sanction to the Scheme of Amalgamation.
Final Decision: The petition was allowed, and the court granted sanction to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956, allowing the transferor companies to stand dissolved without undergoing the process of winding up. The petitioners were directed to deposit a sum of Rs.1,50,000/- by way of costs with the Common Pool Fund of the Official Liquidator.
Sudershan Kumar Misra, J.
1. This joint petition has been filed under Sections 391 & 394 of the Companies Act, 1956 by the petitioner companies seeking sanction of the Scheme of Amalgamation of Allied Trademart Private Limited (hereinafter referred to as the transferor company no. 1); Anmol Advertising Private Limited (hereinafter referred to as the transferor company no. 2); City Green Tour & Travels Private Limited (hereinafter referred to as the transferor company no. 3); Classic Corporate Consultancy Private Limited (hereinafter referred to as the transferor company no. 4); Kuber Parivahan Private Limited (hereinafter referred to as the transferor company no. 5); Niti Marketing and Services Private Limited (hereinafter referred to as the transferor company no. 6); Olivian Advertising Private Limited (hereinafter referred to as the transferor company no. 7); Perfect Infotech Private Limited (hereinafter referred to as the transferor company no. 8); Realvalue Land Infra Private Limited (hereinafter referred to as the transferor company no. 9); Treya Technologies Private Limited (hereinafter referred to as the transferor company no. 10); Talent eServices Private Limited (hereinafter referred to as the transferor company no. 11); Vishay Electric Private Limited (hereinafter referred to as the transferor company no. 12); and YGR Enterprises Private Limited (hereinafter referred to as the transferor company no. 13) with JMR Buildwell Private Limited (hereinafter referred to as transferee company).
2. The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this Court.
3. The transferor company no. 1 was originally incorporated under the Companies Act, 1956 on 24th April, 2002 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Allied Quartzite Private Limited. The company changed its name to Allied Trademart Private Limited and obtained the fresh certificate of incorporation on 13th April, 2011.
4. The transferor company no. 2 was incorporated under the Companies Act, 1956 on 16th June, 2009 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
5. The transferor company no. 3 was incorporated under the Companies Act, 1956 on 16th March, 2010 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
6. The transferor company no. 4 was incorporated under the Companies Act, 1956 on 23rd December, 2009 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
7. The transferor company no. 5 was incorporated under the Companies Act, 1956 on 2nd April, 2007 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
8. The transferor company no. 6 was originally incorporated under the Companies Act, 1956 on 24th March, 2005 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Nirvana Educareers India Private Limited. The company changed its name to Niti Marketing and Services Private Limited and obtained the fresh certificate of incorporation on 13th May, 2010.
9. The transferor company no. 7 was incorporated under the Companies Act, 1956 on 17th February, 2009 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
10. The transferor company no. 8 was incorporated under the Companies Act, 1956 on 24th April, 2007 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
11. The transferor company no. 9 was incorporated under the Companies Act, 1956 on 9th June, 2010 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
12. The transferor company no. 10 was incorporated under the Companies Act, 1956 on 20th November, 2009 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
13. The transferor company no. 11 was incorporated under the Companies Act, 1956 on 6th February, 2008 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
14. The transferor company no. 12 was o
