IN THE HIGH COURT OF PUNJAB AND HARYANA AT CHANDIGARH Date of Decision : 08.07.2010 C.P.No.17 of 2010 M/s Kangaro Industries Limited having its Registered Office at B-XXX- 6754, Focal Point, Ludhiana, Punjab, through Sh. Vishwa Jain, Managing Director, being the Authorized Signatory. ...Transferee Company/applicant And M/s Kangaro Tools Private Limited having its Registered Office at B-XXX- 6754, Focal Point, Ludhiana, Punjab, through Sh. A.L.Khaneja, Director, being the Authorized Signatory. ...Transferor Company C.P.No.18 of 2010 M/s Kangaro Tools Private Limited having its Registered Office at B-XXX- 6754, Focal Point, Ludhiana, Punjab, through Sh. A.L.Khaneja, Director, being the Authorized Signatory. ...Transferor Company/applicant And M/s Kangaro Industries Limited having its Registered Office at B-XXX- 6754, Focal Point, Ludhiana, Punjab, through Sh. Vishwa Jain, Managing Director, being the Authorized Signatory. ...Transferee Company CORAM: HON'BLE MR. JUSTICE HEMANT GUPTA Present : Mr. Alok Jain, Advocate, for the petitioner. Mr. D.P.Ojha, Official Liquidator. C.P.Nos.17 & 18 of 2010 HEMANT GUPTA, J. This order shall dispose of C.P.No.17 of 2010 preferred by M/s Kangaro Industries Limited (hereinafter referred to as ‘the Transferee Company’) and C.P.No.18 of 2010 preferred by M/s Kangaro Tools Private Limited (hereinafter referred to as ‘the Transferor Company’). Since both the petitions seek sanction/approval of the Scheme of Arrangement (Annexure P-1), the same are disposed of by a common order. The Transferor Company was incorporated as Boss Office Systems Private Limited on 7.4.1994 and subsequently changed its name to ‘M/s Kangaro Tools Private Limited’ and obtained fresh Certificate of Incorporation on 9.4.1999. The Transferee Company was incorporated as Kangaro Wires Private Limited on 7.4.1994 and changed its name to ‘M/s Kangaro Industries Limited’ and obtained fresh Certificate of Incorporation on 6.6.1995. The Board of Directors of the respective Companies held a meeting on 01.12.2009 and approved and adopted the Scheme of Arrangement/Amalgamation (Annexure P-1). Subsequent to such Scheme being approved by the Board of Directors of the respective Companies, this Court on 24.12.2009 in Company Petition Nos.164 & 165 of 2009 dispensed with the convening of the meetings of the Equity Share-holders and that of the Secured/Unsecured Creditors in view of the consent given by 100% Equity Share-holders and all the Unsecured Creditors. In these second motion petitions, notices were ordered to be published in the daily newspapers i.e. The Indian Express, Dainik Bhaskar (Punjabi edition) and the official Gazette of Punjab Government. The notices were also ordered to be issued to the Regional Director, Northern 2 C.P.Nos.17 & 18 of 2010 Region, Ministry of Corporate Affairs, Noida as well as the Official Liquidator. The said publication has been carried out and affidavit to this effect has been placed on record. The objects of the Scheme of Amalgamation are contained in para 3 of the Scheme, which read as under : “3. The management of the two companies feel desirable to amalgamate the two entities and consolidate the resources and business of the companies. The proposed merger of the transferor company and the transferee company, as envisaged in this Scheme, is driven by the motive of consolidation of businesses under one entity. The other benefits likely to arise through the proposed amalgamation are as follows: 3.1 Synergize operational advantages and achieve economies of scale of operations and elimination of overheads; 3.2. Optimum and efficient utilization of capital, resources, assets and facilities; 3.3 Enhancement of competitive strength including financial resources; 3.4 Consolidation of business and enhancement of economic value addition and shareholder value; and 3.5 Better management and focus on growing the businesses. 4. It is therefore considered desirable and expedient to amalgamate the said companies and in consideration thereof issue equity shares of the transferee company to the shareholders of the transferor company in accordance with this 3 C.P.Nos.17 & 18 of 2010 Scheme, pursuant to Section 394 and other relevant provisions of the Companies Act, 1956.” Dr. Navrang Saini, Regional Director, Ministry of Corporate Affairs, Noida in its report by way of an affidavit dated 31.3.2010 averred that the Central Government has no objection to the proposed Scheme of Amalgamation and the case may be decided by this Hon’ble Court on merits. The Official Liquidator has also filed his report dated 04.05.2010 after examining the books of accounts/records of the petitioner companies from M/s Rakesh Vats & Company, Chartered Accountants. Chartered Accountant has concluded that nothing prejudicial to the interest of its members or to the public interest in the event of amalgamation and merger of these companies has been noticed. On the basis of said report, the Official Liquidator has concluded that affairs of the petitioner companies have not been conducted in a manner prejudicial to the interest of its member or to public interest. The petitioner companies have further confirmed that there are no investigations or proceedings pending against the transferor or transferee companies under Sections 235 and 251 of the Companies Act and the Scheme of Arrangement or Amalgamation/Merger in no way runs contrary to the public policy nor it affects the interest of the share-holders, secured/unsecured creditors of the transferee/transferor companies and there is no reservation from the Central Government and by the Official Liquidator. Therefore, the Scheme of Arrangement/Amalgamation (Annexure P-1) is approved. The Scheme shall be binding on the petitioner companies, their respective share-holders, secured & un-secured creditors and all concerned. The Transferor Company is dissolved without being wound up. 4 C.P.Nos.17 & 18 of 2010 A certified copy of the order shall be filed with the Registrar of Companies within 14 days from the date of receipt of certified copy of this order, in Form No.41. A notice of the orders be published in the newspapers i.e. The Indian Express, Dainik Bhaskar (Punjabi edition) and the official Gazette of Punjab Government. Any person interested shall be at liberty to apply to the Court for any direction as per law. Disposed of accordingly. 08.07.2010 (HEMANT GUPTA) Vimal JUDGE 5