Punjab-Haryana High Court
Indo Asian Marketing Priavte Limited vs Unknown on 20 September, 2012
Author: Surya Kant
Bench: Surya Kant
CP No. 59 of 2012. ::-1-::
IN THE HIGH COURT FOR THE STATES OF PUNJAB AND HARYANA AT
CHANDIGARH.
C.P. NO.59 OF 2012(O & M)
Connected with
C.P. NO.48 OF 2012
Date of Decision: 20th September,2012.
In the matter of:
The Companies Act, 1956
AND IN THE MATTER OF :
SECTION 391 (2) OFTHE COMPANIES ACT,1956
AND
IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN
INDO ASIAN MARKETING PRIAVTE LIMITED.
....Demerged/Petitioner Company
WITH
VPM ELECTRICALS PRIVATE LIMITED
....Resulting/Petitioner Company
Present: Mr. Deepak Dewan,Advocate,
Mr.Vikas Mohan Gupta, Advocate with
Ms. Sonal Dutta, Adovcate.
Mr. D.P. Ojha, Official Liquidator.
CORAM:
HON'BLE MR. JUSTICE SURYA KANT.
1.Whether Reporters of local papers may be allowed to see the judgment?
2. To be referred to the Reporters or not?
3. Whether the judgment should be reported in the Digest?
SURYA KANT, J. [ORAL] C.A. No.300 of 2012 Allowed as prayed for.
C.P. No.59 of 2012In this petition under Section 391(2)-394 of the Companies Act, 1956, duly supported by affidavit, the petitioner-companies seek sanctioning of the Scheme of Arrangement (Annexure P/4) for Demerger of "ELECTRICAL BUSINESS UNDERTAKING" of the INDO ASIAN MARKETING PRIAVTE LIMITED (Demerged Company) into the VPM ELECTRICALS PRIVATE LIMITED CP No. 59 of 2012. ::-2-::
(Resulting Company).
[2] Main objects of the Demerged/Petitioner Company and Resulting/Petitioner company are detailed in their respective Memorandum and Articles of Association annexed with the petition at Annexure P-1 (Colly) and P-3 (Colly), respectively. [3] It is averred in the petition that the Demerged/Petitioner company and Resulting/Petitioner Company are registered under the Companies Act,1956.
[4] The Board of Directors of the INDO ASIAN MARKETING PRIVATE LIMITED (Demerged/Petitioner Company) and VPM ELECTRICALS PRIVATE LIMITED (Resulting/Petitioner Company) have approved the Scheme of Arrangement in their respective meetings held on 06.01.2012, vide resolutions Annexures P-5 & P-6 respectively.
[5] The authorized, issued, subscribed and paid-up share capital of the Demerged/Petitioner Company is as follows:
Authorized Share Capital (Amount in
Rupees )
32,50,000 Equity Shares of Rs. 10/-each 3,25,00,000
Total 3,25,00,000
Issued, Subscribed and Paid-up (In Rupees)
32,48,000 Equity Shares of Rs. 10/- each 3,24,80,000
Total 3,24,80,000
[6] The authorized, issued, subscribed and paid-up share capital of
the Resulting/Petitioner Company is as under:
Authorized Share Capital (Amount in
Rupees )
1,00,000 Equity Shares of Rs. 10/-each 10,00,000
Total 10,00,000
Issued, Subscribed and Paid-up (In Rupees)
10,000 Equity Shares of Rs. 10/- each 1,00,000
Total 1,00,000
[7] Earlier, the petitioner-companies had approached this
Court by way of Company Petition No. 48 of 2012 and vide orders CP No. 59 of 2012. ::-3-::
dated 11.05.2012 passed therein the holding of meetings of the Equity Shareholders of the petitioner-companies were dispensed with and the Ist Motion Petition was disposed of accordingly. [8] In this Second Motion Petition, notice was issued to the Regional Director, Ministry of Corporate Affairs, Noida as well as the Official Liquidator and the same was also ordered to be published in the daily 'The Statesman' (English) and 'Jan Satta' (Hindi) both Delhi Edition and in the official Gazette of the Government of Haryana. The aforesaid order has been complied with and an affidavit to this effect has been placed on record.
[9] Pursuant thereto, the Official Liquidator has placed on record the report dated 07.08.2012 by way of affidavit of Mr. Rakesh Chandra, Regional Director, Northren Region, Ministry of Corporate Affairs, Noida. In para 5.1 and 6.1 he has pointed that:-
"5.1. It is submitted that the Reduction in Capital as well as increase in Authorized share Capital and change in the Memorandum and Article of Association of a company can be changed/altered only after following the procedure prescribed under the relevant provisions of the Companies Act,1956.
6.1. it is submitted that the Petitioner De-merged Company may be asked to clarify whether any approval of the FEMA/RBI with regards to sale of Trade Mark to a Foreign Company has been taken or not, if deemed fit & proper by the Hon'ble Court."
[10] The Official Liquidator has also in his report at para 6 & 7 taken similar objections as are raised by the Regional Director. [11] Mr. Vikram Ranade and Mr. Vivek Mahendru, Director of the petitioner-companies No.1 & 2, have placed on record their respective affidavits dated 13.09.2012 and in para No. 2 thereof CP No. 59 of 2012. ::-4-::
have undertaken to comply with the procedural requirements of filing of forms and other documents with the Registrar of Companies as per the relevant provisions of the Companies Act, 1956, for the Reduction in Capital as well as increase in Authorised Share Capital and alteration of the Memorandum and Articles of Association of the Company, on sanctioning of the Scheme of Arrangement. [12] As regards the objection raised at para 6.1 by the Regional Director in his affidavit dated 07.08.2012 , the Director of Demerged Company in para 3 of his affidavit has stated as follows:
"that the sale of Trade Mark was to the Indian subsidiary company of Legrand, a French company. It is reiterated that the sale was to an Indian company and not to a foreign Company. It is further stated that even the sale of brand name to a Foreign company is also not prohibited under FEMA/FBI laws."
The above-stated explanation sufficiently responds to the query raised by Regional Director and the Official Liquidator. [13] The petitioner-Companies have further confirmed that there are no investigations or proceedings pending against them under Sections 235 and 251 of the companies act. [14] On consideration of all the relevant facts and the procedural requirements contemplated under Sections 391 to 394 of the Companies Act,1956 and the relevant Rules, and on due consideration of the reports of Regional Director, Northern Region, Ministry of Corporate Affairs, Noida and the Official Liquidator, coupled with the undertakings and explanation given by the Directors of the petitioner-companies, Scheme of Arrangement is hereby sanctioned and as a result thereto, the assets and liabilities CP No. 59 of 2012. ::-5-::
of the "ELECTRICAL BUSINESS UNDERTAKING" of the INDO ASIAN MARKETING PRIAVTE LIMITED (Demerged Company) shall stand vested in the VPM ELECTRICALS PRIVATE LIMITED (Resulting Company).
[15] The petitioner-companies shall comply with the procedural requirements.
[16] The Scheme shall be binding on the petitioner- companies, their respective shareholders, creditors and all concerned.
[17] Let formal order of sanction of the Scheme of Arrangement be drawn in accordance with law and the certified copy of the same be filed with the Registrar of Companies within 30 days from the date of receipt of certified copy of the same [18] A notice of the orders be published in the daily 'The Statesman' (English) and 'Jan Satta' (Hindi) both Delhi Edition and in the official Gazette of the Government of Haryana. [19] Any person interested shall be at liberty to apply to the Court for any direction(s) as per law.
[20] Disposed of accordingly. 20.09.2012 ( SURYA KANT ) dinesh JUDGE