IN THE HIGH COURT OF HIMACHAL PRADESH SHIMLA: Company Petition No. 11/2008. Date of Decision:26th September,2008 KDDL Limited . Petitioner-Company No.1 AND: Kamla Retail Limited. Petitioner-Company No.II Coram: The Hon’ble Mr.Justice Sanjay Karol, Judge. Whether approved for Reporting?1 .No. For the Petitioner: Mr.B.C.Negi, Advocate. For Regional Director: Mr.Sandeep Sharma, Assistant Solicitor General of India. For Official Liquidator: Mr.Sanjeev Kuthiala, Advocate. Sanjay Karol, J (Oral). This Company Petition has been filed under Sections 391, 392, 393 and 394 of the Companies Act, 1956 read with Rule 9, Rules 67 to 87 of the Companies (Court) Rules, 1959 (hereinafter referred to as the ‘Act’ and ‘Rules’), with a prayer that this Court may sanction the Scheme of Arrangement (Annexure:P-3) so as to be binding on all the shareholders, secured creditors and unsecured creditors of transferor Company/petitioner No.1 and equity shareholders and unsecured creditors of the transferee Company/petitioner No.II. 1 Whether reporters of Local Papers may be allowed to see the judgment? 2 M/s K.D.D.L. Limited is the transferor Company/ petitioner No.I and M/s Kamla Retail Limited is the transferee Company/petitioner No.II. Prior to the filing of the present petition, Company Petition No.4 of 2008 was filed with the prayer that a meeting of the equity shareholders, secured creditors and unsecured creditors be ordered to be held to approve the scheme (Annexure:P-3). Permission for holding the meeting was granted and the report(s) of the Chairman dated 9th May, 2008 of each of the meeting has been placed on the record (Annexures:P-5 to P-7). In the present petition a prayer is made that the Scheme of the Arrangement (Annexure:P-3) be sanctioned so as to be binding on the Companies and also the shareholders, secured and unsecured creditors of the transferor Company/petitioner No.I and the equity shareholders and unsecured creditors of the transferee Company/petitioner No.II. Notices of this petition were directed to be issued by the Court on 7th August, 2008 and the Regional Director has filed limited objection which stand rejected vide order dated 7th August, 2008. Even today, Mr. Sandeep Sharma has no objection to the petition. The Official Liquidator has also filed an affidavit dated 17th June, 2008, wherein he has stated that since the Company has not been dissolved, therefore, the report of the Official Liquidator is not necessary in the matter. 3 Notices in terms of Rule 80 of the ‘Rules’ were also published in “Hindustan Times” and “Amar Ujjala” on 27th August, 2008 and 28th August, 2008 respectively. The same has also been published in the H.P. Government Rajpatra on 2nd September, 2008 and notice of the petition having been given to the public at large calling upon any objection to the arrangement sought to be made in terms of the scheme, no objections have either been filed or received. The statutory authorities also have no objection to the scheme. Therefore, I do not see any reason as to why the Scheme of Arrangement (Annexure:P-3) be not sanctioned. I am satisfied that the affairs of the Company are not being carried out in a manner which is prejudicial to the interest of the shareholders/creditors and, therefore, the petition has to be allowed. Ordered accordingly. The Scheme of Arrangement (Annexure:P-3) is hereby sanctioned and approved and declared binding on all categories of equity shareholders, all categories of preference shareholders, secured and unsecured creditors of the Companies. This order will be subject to any other order which shall be made by the Court of competent jurisdiction. This petition is accordingly disposed of. Copy dasti on usual terms. (Sanjay Karol), Judge. September 26, 2008(R) 4