In the High Court of Judicature for Rajasthan Jaipur Bench **
Company Petition No.25/2009
for amalgamation of
Castle Merchants (P) (Transferor Co.)
And Borodrill Commercial Co. (Transferee Co.)
Date of Order ::: 19/02/10
Hon’ble Mr. Justice Ajay Rastogi
Mr. Sandeep Taneja, for petitioners-Company
Mr. BK Sharma for Official Liquidator.
Instant company petition has been filed seeking amalgamation of Castle Merchants (P)Limited transferor Co.) & Borodrill Commercial Co. (P) Ltd (transferee Co.) U/s 391 to 394 of Companies Act, 1956 (Co. Act).
Vide order dt.06/11/2009 passed in Company Appl.No.43/2009, this Court directed to dispense with holding of meeting of the secured creditors, unsecured creditors & share holders of the Transferor & Transferee Companies.
Vide order dt.18/12/09 this Court issued notices of the instant company petition to the Official Liquidator and Regional Director (Northern Region) Ministry of Corporate Affairs, PDIL, Bhawan, Sector-1, Noida and to be published in two daily news papers and accordingly notices were published in Indian Express (Delhi Edition) & Rajasthan Patrika (Hindi) (Jaipur Ed.) on 26/01/2010. In response thereto, the Official Liquidator filed the reply and affidavit of the Regional Director and from a perusal thereof, it depicts there is no objection for amalgmation of petitioner-Companies and it has been inter-alia deposed that as per Scheme of arrangement, all the employees of Transferor Company shall become employees of Transferee Company without any break & interruption in their services upon sanctioning the Scheme of Amalgamation.
Official Liquidator also filed report of Shri NC Jain Chartered Accountant; as per which, he has examined the accounts books and other records and observed that the affairs of the Transferor company have not been conducted in a manner prejudicial to the interest of members & creditors. However, nobody raised any objection for the Scheme of arrangement.
This Court has considered submissions made by Counsel for petitioners, Regional Director, Ministry of Corporate Affairs and Official Liquidator and with their assistance, examined the material placed on record. Having examined the Scheme of Arrangement, this Court finds nothing prejudicial to the interest of creditors, members of both the Transferor & Transferee Companies.
Consequently, company petition is allowed. This Court do hereby sanction the arrangement set forth in Annexure-7 & Schedule appended to the Company petition; and do hereby declare the same to be binding on creditors and equity share holders of both the Transferor & Transferee Companies.
The parties to this arrangement or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to the working of the compromise/arrangement.
The order in prescribed Form NO.42 be issued separately by the Registrar as per R.84 of Companies (Court) Rules, 1959.
The said Companies may file with the Registrar of Companies a certified copy of this order within 14 days.
(Ajay Rastogi), J.
K.Khatri/p3/
25Co.Pet2009Fb19-391(1).do