Subhlagan Securities Pvt.Ltd.Co. v. Dholadhar Investments Pvt.Ltd.

Shri Ramakant Sharma, Advocate, Chairman, Bar Council Himachal Pradesh is appointed as Chairperson and Shri Alok Ranjan Sud, Advocate appointed Co-Chairperson. The payable Chairperson is assessed at Rs. 25,000/- and for Co-Chairperson at Rs. 20,000/-. Chairperson and Co-Chairperson shall file the report of the meeting after seven days of the holding of the meeting and the report will be verified affidavits. Actual secretarial expenses, if any, incurred by them shall be paid by 8 the Transferee Company. The Registry is directed to supply the copies of this order to the Chairperson and Co- Chairperson, appointed by this Court along with the list of shareholders. The liberty is granted to file a petition in accordance with Section 394 of the Act read with Rule 79 of the Companies Act (Court) Rules, 1959.(cid:148) Pursuant to the orders passed by this Court, the report of the Chairman and Co-chairman along with affidavits have been filed in this Court stating therein that the Scheme has been duly approved by 9 shareholders of the company, present in person or through their authorized representative, constituting 100% of the total equity shares of the petitioner- Company. The motion for amalgamation was adopted unanimously. In these circumstances and having regard to the averments made in the petition duly supported by the affidavit of the authorized signatory and the material placed on the record as also the fact that no objection has been filed by the shareholders or by the Official Liquidator or the Regional Director, Northern Region, Ministry of Corporate Affairs, I do not find any legal impediment in the way of sanctioning the Scheme filed by the Company. The Official Liquidator and the Regional Director have also not brought to my notice any objection or factor 9 which indicates or shows that the scheme is in any way prejudicial to the shareholders, creditors or the General Public etc. The amalgamation proposed is also not against the financial interest of the Transferor and the Transferee Company. Accordingly, the Scheme of amalgamation is hereby sanctioned in its entirety under Sections 391 to 394 of the Companies Act, 1956 as far as the transferor Company is concerned. This order will be subject to any order which would be passed by the Company Court dealing with the application filed by the transferee Company. In case such Company Court also allows the application then consequent to the amalgamation which will deem to have taken effect from the appointed date as mentioned in the Scheme of amalgamation, transferor Company having amalgamated with the transferee Company shall stand dissolved without the process of winding up. With these directions the petition is disposed of. It is directed that the expenses incurred to the extent of Rs.10,000/- as fee of the Chartered Accountant, Rs.11,000/- counsel fee and other miscellaneous expenses amounting to Rs.5,000/- shall be paid by the applicant. January 18, 2008. (aks) (Dev Darshan Sud) Judge.