Madhya Pradesh High Court
Aakriti Leisure And Pleasure Plrivate ... vs Ag8 Ventures Limited on 25 November, 2016
1
HIGH COURT OF MADHYA PRADESH, PRINCIPAL SEAT AT
JABALPUR.
SINGLE BENCH : JUSTICE SUJOY PAUL
Company Petition No.42/2016
Amalgamation under Sections 391 to 394 of the Companies Act, 1956
of
Aakriti Leisure and Pleasure Private Limited,
a Company incorporated under the Companies Act, 1956,
having its Registered Office at: F-11, 206, Shrishti Complex,
Plot No.206, MP Nagar, Zone I, Bhopal-462001(MP).
....Petitioner/Transferor Company
with
AG8 Ventures Limited,
a Company incorporated under the Companies Act, 1956,
having its Registered Office- F-11, 206, Shrishti Complex,
Plot No.206, MP Nagar, Zone I, Bhopal-462001(MP).
....Transferee Company
Shri Bramhadatt Singh, learned counsel for the petitioner.
Shri H.K. Upadhyaya, learned counsel for the Official Liquidator.
Shri J.K.Jain, learned counsel for Regional Director, North Western
Region, Ministry of Corporate Affair.
O R D E R
25/11/2016 In this petition filed under Section 394 of the Companies Act, 1956 (for short 'the Act'), the petitioner has prayed for following reliefs:
"(i) Direct for issuance of notice as per para 12 of the petition;
(ii) Director for advertisement of the draft notice (Annex. A-5) as per para 13 of the petition;
(iii) Hold that there is no requirement of the Transferee Company to approach this Hon'ble Court 2 under Ss. 391 to 394 for meeting/exemption of its creditors & members and for sanction of the Scheme of Amalgamation;
(iv) Sanction the Scheme of Amalgamation so as to be binding with effect from 1st day of April, 2015 or from such other date as this Hon'ble Court may deem fit on all the Shareholders, Secured as well as Unsecured Creditors of the Petitioner/Transferor and Transferee Companies; and/or
(v) Pass such other order as may be deemed fit by this Hon'ble Court, in the interest of justice."
2. It is urged that Registered Office of the petitioner Company is situated at Bhopal. Thus, this Court has jurisdiction to entertain this petition. It is further contended that authorised share capital of Company as per audited balance sheet as on 31 st March, 2015 is Rs.3,50,00,000/- only which is divided into 35,000 equity share of 1,000 each. The issued, subscribed and paid capital of the Company is Rs.3,36,22,000/- divided into 33,622 equity shares of Rs.1,000/- each. Petitioner Company has filed its Memorandum of Association Annexure A/1 to demonstrate the main object of the Company. Petitioner Company prayed for its amalgamation with transferee company. The financial status of transferee company is described in para 4 of the petition. The object of transferee company can be seen from its Memorandum of Association Annexure A/3. In para 6, the petitioner has given reasons for amalgamation. It is argued that there is no advantage in keeping the petitioner company in existence and to incur incidental expenses. It is felt expedient and in the interest of both the companies that petitioner company should amalgamate with the transferee company.
3. Shri B.D. Singh, learned counsel for the petitioner submitted 3 that at the meeting of Board of Directors of petitioner company held on 23.12.2015, the proposal for amalgamation of both the companies was considered and approved by its Directors. Similar resolution was passed at the meeting of Directors of Transferee Company held on 24.12.2015.
4. The terms of scheme of amalgamation are described in para 9 of the petition which is based on the scheme filed as Anenxure A/1. Indisputably, in earlier round, Company Petition No.3/2016, this Corut directed on 9.5.2016 to convene and hold the meeting as required under Section 391(a) of the Act. The said order is placed on record as Annexure A/4.
5. Learned counsel for the petitioner submits that all the ingredients for approval of the scheme are available in the present case and therefore this petition may be allowed. By taking this court to the response filed by Official Liquidator and Regional Director, North Western Region, Ministry of Corporate Affairs, it is submitted that their observations are formal in nature. Petitioner undertakes to abide with such objections raised in clause (e)(f) and in paras A, B and C of the counter affidavit of Regional Director, North Western Region, Ministry of Corporate Affairs. Shri Singh placed reliance on 2010 SCC Online Delhi 3667 (Auto Tools India Pvt. Ltd. vs. Auto Tools Pvt. Ltd.).
6. Shri H.K. Upadhyaya, learned counsel for Official Liquidator and Shri J.K. Jain, learned ASG for Regional Director, North Western Region, Ministry of Corporate Affairs submit that if petitioner is ready to abide with the conditions mentioned in the response of the other side, they have no objection if this petition is 4 allowed.
7. In the aforesaid factual backdrop, it is clear that necessary ingredients for allowing this petition are available and there is no objection apart from aforementioned one on the part of the Official Liquidator and Regional Director, North Western Region, Ministry of Corporate Affairs. Counsel for the petitioner has given an oral undertaking that all requisite formalities will be followed by the petitioner.
8. In view of aforesaid, the relief prayed for by the petitioner is granted subject to fulfilling the conditions mentioned in the response of Official Liquidator and Regional Director, North Western Region, Ministry of Corporate Affairs. The certified copy of this order shall be filed before the Registrar of Company as per the requirement of the Companies Act and the Rules made thereunder. In addition, the petitioner shall fulfill all statutory formalities and requirements as per law. The petitioner shall also pay a sum of Rs.10,000/- each to the counsel for the Regional Director, North Western Region, Ministry of Corporate Affairs and counsel for Official Liquidator. All concerned authorities shall act on this order alongwith the scheme duly authenticated by Company Registrar, High Court of Madhya Pradesh, Principal Seat at Jabalpur. Petition is allowed.
Certified copy as per rules.
(Sujoy Paul) Judge YS