\ HIGH COURT OF CHHATTISGARH AT BILASPUR CQMPANYPETITIONN0.02 of2008 IN THE MATTER OF THE COMPANIES ACT, 1956 AND IN THE MATTER SECTIONS 391 TO 394 OF THE COMPANIES ACT, 1956 AND DST THE MATTER OF MERGER OF AND SHRI BAJRANG METALLICS & : APPLICANT/TRANSFEROR POWER LIMITED KH. N0. 2/3, COMPANY VILLAGE GONDWARA, RAIPUR 493 221 CHHATTISGARH AND SHRIBAJRANGPOWERAND : APPLICANT/TRANSFEREE ISPAT LIMITED - VILLAGE : COMPANY BORJHARA, URLA, GUMA ROAD, URLA INDUSTRIAL COMPLEXRAIPUR - 493 221 PETITION UNDER SECTION 391 TO 394 OF THE COMPANIES ACT. 1956 TO SANCTION THE SCHEME OF ARRANGEMENT/ AMALGAMATION. AND COMPANY PETITION N0. 04 of2011 IN THE MATTER OF SECTIONS 391 TO 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER AMALGAMATION OF AND SHRI BAJRANG METALLICS & : APPLICANT/TRANSFEROR POWERLIMITED KH. N0. 2/3, COMPANY VILLAGE GONDWARA, RAIPUR 493 221 CHHATTISGARH AND StIRIBAJRANGPOWERAND : APPLICANT/TRANSFEREE ISPAT LIMITED-VILLAGE : COMPANY BORJHARA, URLA, GUMA ROAD, URLA INDUSTRIAL COMPLEX RAIPUR - 493 221 PETITION UNDER SECTION 391 TO 394 OF THE COMPANIES ACT. 1956 READWITH RULE 79 OF COMPANY COURT RULES, 1959 TO SANCTION THE SCHEME OF ARRANGEMENT/AMALGAMATION. SB: Hon'bleShriSatishK.A2nihotri,J, Present: Shri N.K.Vyas, Advocate for the petitioners. Smt. Fouzia Mirza, Assistant Solicitor General for the Union oflndia. Shri Amrito Das, Advocate for the Official Liquidator. -all ^-y ORDER (Passedon 14th day of November,2011) These are the petitions under section391 read with section 394 of the Companies Act, 1956 (for short 'the Act, 1956') seeking sanction for the scheme of amalgamation between M/s. Shri Bajrang Metallics & Power Limited (the transferor company), a company incorporated under the Companies Act, 1956, having its registered ofGce at KH No. 2/3, Village Gondwara, Raipur, Chhattisgarh, and M/s. Shri Bajrang Power & Ispat Limited, (the transferee company), a company incorporated under the provisions of Companies Act, 1956, having its registered office at village Borjhara, Urla Guma Road, Urla Industrial Complex, Raipur, Chhattisgarh,. The scheme of amalgamation, which is sought under these petitions are annexed as Annexure P/9 to Company Petition No. 04/2011. Upon hearing the parties, this Court directed for meeting of share holders of M/s. Shri Bajrang Metallics & Power Limited and M/s. Shri Bajrang Power & Ispat Limited, which was convened on 25.05.2010 for consideration and approval with or without modification, the scheme of amalgamation of M/s. Shri Bajrang Metallics & Power Limited, (the transferor company), and M/s. Shri Bajrang Power & Ispat Limited (the tfansferee campany). The meeting ofsecured creditors and equity share holders was directed to be convened on 25.05.2010. Notice of the said meeting was published in 'The Times of India' (in English) and Nav Bharat (in Hindi) on 22.04.2010, widely circulated in Raipur. :^'" 7. The Chairman submitted reports alongwith a list of secured ereditors and equity share holders ofthe transferor and transferee company, who attended the meeting. The report also stated that all the persons attending the meeting approved the scheme unanimoiisly. The same was filed before this Court on 15.06.2010. This Court, by order dated 05.07.2010 (in Company Petition No. 02/2008), ordered to publish notice of hearing of the company petition. It was directed to publish notice ofhearuig in 'The Times of India' (in English, Delhi Edition) and Nav Bharat (in Hindi, Raipur Edition). Accordingly, notice was published on 15.07.2010 in the aforesaid two newspapers. An affidavit has been filed before this Court by the Regional Director, North Westem Region, Ministry of Corporate Affairs, Ahmedabad, on 24.03.2011, stating as under: "(e) That, the Deponent further submits that, there appears no objection to the proposed scheme of amalgamation between the petitioner companies and the scheme does not, prima facie appear to be prejudicial to the interest of the shareholders of the respective companies and the public at large." On 04.05.2011 (in Company Petition No. 04/2011), notice was issued to the Official Liquidator, Ministoy ofCorporate Affairs, 1 Floor, Old CIA Building, Opposite GOP, Comps Residency Area, Indore, to examine the proposed scheme of arrangement/ amalgamation md submit its report. A report to the said effect was submitted on 09.08.2011 observing that in consideration of the transfer ofand vesting ofthe undertaking ofthe Transferor company in the Transferee company in terms ofthe scheme, the'shares held by the Transferee company in Transferor company would stand cancelled as the Transferor Company is 100% subsidiary of Transferee company. Hence, the Transferee coittpany is not required to issue any shares in exchange ofthe shares ofTransferor company. Further, the existing equity shares held by the Transferee company in the Transferor Company shall automatiGally stand caflcelled. It is further observed that as per clause 13 of the scheme of amalgamation, all permanent employees ofthe Transferor company shall become employees ofthe Transferee company on such date as if they were in continuous service without any break or mtermption m service and on the terms and conditions as to remuneration not less favourable than those subsisting with reference to the Transferor company as on the said date. 8. It was further stated that no complaints have been received by the official liquidator against the proposed scheme of arrangemenV amalgamation from an person/party mterested m the Scheme in any manner. It was finally reported that the affairs of the transferor company have not been conducted in a manner prejudicial to the interest of its members, creditors or to public interest as per the second proviso to section 394(1) ofthe Compames Act,1956. 9. Thus, it is held that there is no objection for Gonfirmation offhe petition. 10. It is submitted by counsel for the petitioners that the accounting standards as stipulated in the Act, 1956 shall be followed. There is no other objection. 11. The rights and obligations ofconvertible debentures and wairants holders in the transferor company, should become the rights and obligations ofthe holders in the transferee cofflpany including the obligation to make a public announcement for making a public offer to the share holders ofthe transferee company. 12. In view ofthe foregoing, the scheme of amalgamation is confirmed. The petitions are allowed. The scheme of amalgamation shall come into effect after filing of the certified copy of the order with the Registrar ofCompanies,withinl4 days from the receipt ofa copy of this order. 13. The scheme of arrangemenVamalgamation annexed as Annexure P/9 to Company Petition No. 04/2011, shall form a part ofthis order. 14. The transferee company shall pay a sum ofRs. 20,000/- as fee fixed for the ofGcial liquidator and in addition, counsel's fee to be determined at Rs. 15,000/-. 15. The office to take necessary steps for issuance of fomial procedure, within aperiod oftwo weeks. Sd/- Satish K. Agnihotri Judge Amil