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S.B. COMPANY PETITION NO.5/2008
Kushalbagh Marketing Pvt. Limited
(Transferor Company no.3)
DATE OF ORDER : 24.2.2009
HON`BLE MR. PRAKASH TATIA, J.
Mr. Sanjeev Johari, counsel for the petitioner.
Mr. Vikas Balia, counsel for Official Liquidator.
This is a petition filed by Kushalbagh Marketing
Pvt. Ltd. (hereinafter referred to as the ‘petitioner Transferor
Company) under Section 394 of the Companies Act, 1956
for sanctioning of Scheme under Section 391-394 between
(1) Kushalbagh Marmo Pvt. Ltd., (2) Kushalbagh Minerals
Pvt. Ltd. and (3) Kushalbagh Marketing Pvt. Ltd. being the
Transferor Companies with Kushalbagh Marble Pvt. Ltd.,
being the Transferee Company.
The petitioner-Company had moved an
application being S.B. Company Application No.7/2008
under Section 391 of the Companies Act, 1956.
The Shareholders of the petitioner-company had filed
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their affidavits dated 10.5.2008 before this Court to the
effect that each and every one of them is in favour of the
approval of scheme of amalgamation and thereby has no
objection whatsoever on such approved by this Court. Since
all the shareholders had no objection, the separate meeting
of the shareholders for the purpose of this amalgamation
was ordered to be dispensed by this Court vide order dated
20.5.2008. It was further ordered in the same order by this
Court to the petitioner Company to convene the meeting of
the secured and unsecured creditors on 28.6.2008 at 11.30
AM to be held under the Chairmanship of Mr.Jagdish Vyas,
Advocate failing him Mr.Mahendra Trivedi, Advocate. The
notices of the meetings were published in Rajasthan Patrika
(Hindi-Banswara Edition) on 5.6.2008 and Hindustan Times
(English-New Delhi Edition) on 7.6.2008 and were served
individually also Under Certificate of Posting on the said
Secured Creditors and Unsecured Creditors.
The meeting of the Secured Creditors and
Unsecured Creditors of the petitioner Company was held on
28.6.2008. The Chairman of the meeting has filed his report
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about the meeting in this Court.
As per the report, the meeting of the Secured &
Unsecured Creditors of the petitioner Transferor Company
was not attended by any person as there is no secured and
unsecured creditors of the petitioner Company.
After the meeting was held and the reports were
received, the S.B. Company Application No.7/2008 was
disposed of on 15.7.2008.
The present petition was admitted on 29.7.2008
and it was directed that the petition be fixed for hearing on
26.8.2008 and notice of hearing of the petition be advertised
in “Rajasthan Patrika (Hindi-Banswara Edition)” and
“Hindustan Times (English-New Delhi Edition)”. Notice of
petition was issued to the Regional Director, Ministry of
Company Affairs, Northern Region, Noida who has been
delegated the power of Central Government. The notice of
the petition was also served on the Official Liquidator for its
report in terms of second proviso to Section 394(1) of the
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Companies Act, 1956. The Official Liquidator called for the
relevant records of the transferor Companies as per his
letter dated 3.10.2008 and then the required records of the
transferor Company have been produced before the Official
Liquidator and thereafter the Official Liquidator has
submitted the reports after verification of the Company’s
records before this Court on 5.1.2009. The Company has
already paid the amount of expenses Rs.32000/- in
compliance of this Company Court’s order dated
21.10.2008.
The advertisements in newspapers were
published in “Rajasthan Patrika (Hindi Banswara Edition)” on
24.9.2008 and in “Hindustan Times (English New Delhi
Edition)” on 25.9.2008 in pursuance to the order dated
29.7.2008.
The Regional Director, Northern Region, Ministry
of Company Affairs, Noida has filed his affidavit dated
16.1.2009 on behalf of the Central Government stating that
this Court may decide the case on merits.
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I have heard Mr. Sanjeev Johari, Advocate for
the petitioner Transferor Company and Mr. Vikas Balia,
Advocate for Official Liquidator and have perused the
records.
In view of the aforesaid facts on records, the
scheme of amalgamation under Section 391-394 of the
Companies Act, 1956 is hereby sanctioned in its entirety and
it is declared to be binding on all the Creditors of the
petitioner Transferor Company and also on the said
Company.
The Order in the prescribed Form No.42 be
issued separately by the Registrar alongwith the Schedule
as per Rule 81 and 84 of the Companies (Court) Rule, 1959.
The petitioner Transferor Company to file with
the Registrar of Companies a certified copy of this order
within 14 days from this date.
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The Scheme is ordered to be effective from the
appointed date 1.4.2007 as envisaged in Scheme itself.
Certified copy of the order sanctioning the Scheme is to be
filed with the office of Registrar of Companies, Jaipur and
the transferor companies viz. (1) Kushalbagh Marmo Pvt.
Ltd., (2) Kushalbagh Minerals Pvt. Ltd. and (3) Kushalbagh
Marketing Pvt. Ltd. stand dissolved being merged in the
transferee company without winding up in term of Section
394(1) (IV) of the Companies Act, 1956.
( PRAKASH TATIA ), J.
S. Phophaliya/-