Transferee Company v. Subhlagan Securities Pvt.Ltd.Co

Shri Ashwani Kumar Sharma, Advocate is appointed as Chairperson and Shri N.K. Thakur, Advocate appointed Co- Chairperson.The fee payable Chairperson assessed at Rs.25,000/- and Co-Chairperson 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 duly 8 verified affidavits. Actual secretarial expenses, if any, incurred by them shall be paid by the petitioner Transferor Company. The Registry is directed to supply the copies of this order to the Chairperson and Co-Chairperson, appointed by this Court shareholders. 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. (II) It is also directed that (a) Meeting of the secured and unsecured creditors of the company will be held at Hotel Holiday Home on 8th September, 2007 at 11.30 a.m. (b) For conducting meeting, Shri Rajan Dewan, Advocate is appointed as the Chair Person and Shri Rakesh Jaswal, Advocate as the Co-Chairperson. The payable Chairperson is assessed at Rs.25,000/- and the Co- Chairperson at Rs.20,000/-. They report after seven days of the holding of the meeting 9 and the report will be duly verified affidavits. (c) Actual secretarial expenses, if any incurred by them, shall be paid by the petitioner (cid:150) transferor company. (d) The Registry is directed to supply copies of the order to the Chairperson and Co- Chairperson appointed by this Court alongwith the list of the secured and the unsecured creditors Annexure P-5 petition. (e) A clear 21 days notice shall be given to the creditors both secured and unsecured, to be sent by registered post and UPC. (f) Notice of convening the meeting will be published in two daily news papers having wide circulation in Himachal Pradesh, namely (cid:147)The Daily Tribune(cid:148) and (cid:147)Dainik Bhaskar(cid:148) as well as in the Official Gazette of State Himachal Pradesh. It shall be stated clearly notice that a copy of the proposed scheme amalgamation placed before the share 10 holder will be available at the Registered Office of the Transferee Company or such other place as is convenient both for the companies as also the share holders(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 8 shareholders of the company, present in person or through their authorized representative, constituting

76.94% of the total equity shares of the petitioner- Company (Annexure-F with the petition). The motion for amalgamation was adopted unanimously. The report of the Chairman and Co-chairman appointed for conducting the meeting of the creditors discloses that the Scheme has been adopted without any modification (Annexure-G with the petition). 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 and 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 11 Official Liquidator and the Regional Director have also not brought to my notice any objection or factor 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. Permission has been granted to the transferor Company in Company Petition No.12 of 2007. 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.