1 S.B. COMPANY PETITION NO.5/2009 Kanchan Spinners Pvt. Ltd. (Transferor Company no.3) DATE OF ORDER : 25.3.2009 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 Kanchan Spinners 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) Kanchan Processors Pvt. Ltd., (2) Kanchan Woollens Pvt. Ltd., (3) Kanchan Spinners Pvt. Ltd. and (4) Yjmac Suitings Pvt. Ltd. being the Transferor Companies with Kanchan India Ltd., being the Transferee Company. The petitioner-Company had moved an application being S.B. Company Application No.19/2008 under Section 391 of the Companies Act, 1956. 2 The Shareholders of the petitioner-company had filed their affidavits dated 13.12.2008 and 14.12.2008 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 approval 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 16.12.2008. 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 17.1.2009 at 1.30 PM to be held under the Chairmanship of Mr.Himanshu Maheshwari, Advocate failing him Mr.Parikshit Nayak, Advocate. The notices of the meetings were published in Rajasthan Patrika (Hindi- Bhilwara Edition) on 20.12.2008 and The Hindu (English- New Delhi Edition) on 21.12.2008, followed by corrigendum in both the aforesaid newspapers on 31.12.2008 and were served individually also Under Certificate of Posting on the said Secured Creditors and Unsecured Creditors. 3 The meeting of the Secured Creditors and Unsecured Creditors of the petitioner Company was held on 17.1.2009. The Chairman of the meeting has filed his report about the meeting in this Court. As per the report, the meeting of the Secured & Unsecured Creditors of the petitioner Transferor Company was attended in person by 1 person entitled for the voting rights of Rs.87,662/- representing approximately 100% of the total value of the Secured & Unsecured Creditors of the Company. After the meeting was held and the reports were received, the S.B. Company Application No.19/2008 was disposed of on 27.1.2009. The present petition was admitted on 27.1.2009 and it was directed that the petition be fixed for hearing on 10.2.2009 and notice of hearing of the petition be advertised in “Rajasthan Patrika (Hindi-Bhilwara Edition)” and “The Hindu (English-New Delhi Edition)”. Notice of petition was 4 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 Companies Act, 1956. The Official Liquidator called for the relevant records of the transferor Companies as per his letter dated 9.2.2009 and then the required records of the transferor Companies 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 17.3.2009. The Company has already paid the amount of expenses Rs.32000/- in compliance of this Company Court's order dated 10.2.2009. The advertisements in newspapers were published in “Rajasthan Patrika (Hindi Bhilwara Edition)” on 30.1.2009 and in “The Hindu (English New Delhi Edition)” on 30.1.2009 in pursuance to the order dated 27.1.2009. The Regional Director, Northern Region, Ministry 5 of Company Affairs, Noida has filed his affidavit dated 5.3.2009 on behalf of the Central Government stating that this Court may decide the case on merits. 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 6 the Registrar of Companies a certified copy of this order within 14 days from this date. The Scheme is ordered to be effective from the appointed date 1.4.2008 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) Kanchan Processors Pvt. Ltd., (2) Kanchan Woollens Pvt. Ltd., (3) Kanchan Spinners Pvt. Ltd. and (4) Yjmac Suitings Pvt. Ltd. stand dissolved being merged in the petitioner transferee company without winding up in term of Section 394(1) (IV) of the Companies Act, 1956. ( PRAKASH TATIA ), J. S. Phophaliya/-