IN THE HIGH COURT OF JUDICATURE FOR RAJASTHAN AT JAIPUR BENCH JAIPUR. ORDER In (1) S.B. Company Petition No. 3 of 2008 AND (2) S.B. Company Petition No.4 of 2008 IN THE MATTER OF THE COMPANIES ACT 1956 AND IN THE MATTER OF SECTIONS 391 to 394 OF THE COMPANIES ACT 1956 AND IN THE MATTER OF SCHEME OF AMALGAMATION OF RACHNA CREATIONS PRIVATE LIMITED (Transferor Company No.1) ASHISH APPARELS PRIVATE LIMITED (Transferor Company No.2) SHUBHAM EXPORTS PRIVATE LIMITED (Transferor Company No.3) ANUPAM EXPORTS PRIVATE LIMITED (Transferor Company No.4) WITH GOYAL FASHIONS PRIVATE LIMITED (Transferee Company) Date of Order : July 25, 2008 P R E S E N T HON'BLE MR. JUSTICE SHIV KUMAR SHARMA Mr. C.P. Tiwari for the petitioners Mr. V.K. Khoobchandani, Official Liquidator BY THE COURT GOYAL FASHIONS PRIVATE LIMITED( in short Transferee Company) filed Company Petition No.3 of 2008 and ARCHNA CREATIONS PRIVATE LIMITED (Transferor Company No.1)ASHISH APPARELS PRIVATE LIMITED (Transferor Company No.2) SHUBHAM EXPORTS PRIVATE LIMITED (Transferor Company No.3)ANUPAM EXPORTS PRIVATE LIMITED (Transferor Company No.4) (in short Transferor Companies l to 4) filed Company Petition No.4 of 2008 for confirmation of Scheme of Arrangement/ Amalgamation of Transferor Companies l to 4 with Transferee Company. 2. M/s. Rachna Creations Pvt. Ltd. (Transferor Company No.1) was incorporated under the provisions of the Companies Act on December 11, 1987 having its registered office at 24 Goyal House Ajmer Road Jaipur. The authorised share capital of the Transfeor Company No.1 as on March 31, 2007 was 5000 Equity Shares of the value of Rs. 100/- each (Total Rs. 5,00,000/-). Issued, Subscribed and paid up Share capital (1000 equity shares of Rs. 100/- each (Total Rs. 1,00,000/-). M/s. Ashish Apparels Private Limited (Transferor Company No.2) was incorporated under the provisions of the Companies Act on December 11, 1987 having its registered office at 24 Goyal House Ajmer Road Jaipur. The authorised share capital of the Transferor Company No.2 as on March 31, 2007 was 5000 Equity Shares of the value of Rs. 100/- each (Total Rs. 5,00,000/-). Issued, Subscribed and paid up Share capital (1000 equity shares of Rs. 100/- each (Total Rs. 1,00,000/-). M/s. Shubham Exports Private Limited ( Transferor Company No.3) was incorporated under the provisions of the Companies Act on Mjune 16, 1989 having its registered office at 24 Goyal House Ajmer Road Jaipur. The authorised share capital of the Transferor Company No.3 as on March 31, 2007 was 5000 Equity Shares of the value of Rs. 100/- each (Total Rs. 5,00,000/-). Issued, Subscribed and paid up Share capital (1000 equity shares of Rs. 100/- each (Total Rs. 1,00,000/-). M/s. Anupam Exports Private Limited (Transferor Company No.4) was incorporated under the provisions of the Companies Act on June 15, 1989, having its registered office at 24 Goyal House Ajmer Road Jaipur. The authorised share capital of the Transfeor Company No.4 as on March 31, 2007 was 2000 Equity Shares of the value of Rs. 100/- each (Total Rs. 2,00,000/-). Issued, Subscribed and paid up Share capital (1000 equity shares of Rs. 100/- each (Total Rs. 1,00,000/-). M/s. Goyal Fashions Private Limited (Transferee Company ) was incorporated under the provisions of the Companies Act on March 6, 1981 having its registered office at 24 Goyal House Ajmer Road Jaipur. The authorised share capital of the Transferee Company as on March 31, 2007 was 24,000 Equity Shares of the value of Rs. 100/- each (Total Rs. 24,00,000/-). Issued, Subscribed and paid up Share capital (10000 equity shares of Rs. 100/- each (Total Rs. 10,00,000/-). The Board of Directors of the petitioner Transferor Companies l to 4 have in their respective Boards meetings held on April 4th and 5th, 2007 approved the proposed amalgamation and further by resolutions passed in their meetings held on 15th and 16th November 2007 extended the effective date of scheme of arrangement/ amalgamation upto December 31, 2008. This court vide order dated September 28, 2007 passed in Company Application No. 38 of 2007 filed by petitioner Transferee company directed for convening meeting of the equity shareholders and unsecured creditors. In the meetings convened on November 27, 2007 of the equity shareholders and unsecured creditors present in the said meeting, none have voted against the said compromise or arrangement. 3. In S.B. Company Application No.37 of 2007 filed by Transferor Companies l to 4, this Court on September 7, 2007 directed for convening meetings of the respective equity shareholders and unsecured creditors on 19th and 20th Nov. 2007 and in the meetings convened by the order of this Court the members present none have voted against the said compromise or arrangement and the same was approved and agreed to. 4. Transferee Company and Transferor Companies l to 4 filed the above company petitions before this Court and this Court issued notice on May 16, 2008 and also directed for publication of the notice in Rajasthan Patrika (Hindi) (Jaipur Edition ) and Times of India (English) Delhi Edition. 5. In response to the notice, the Regional Director filed his affidavit in both these petitions and it was submitted that as per Clause 8 (a) of Part III of the Scheme of Amalgamation all the employees of the Transferor Companies shall become the employees of the Transferee Company without any break and interruption in their services upon sanctioning of the scheme of amalgamation by this Court. The Transferee Company and the Transferor Companies l to 4 may be asked to furnish an undertaking that they shall comply with the accounting treatment as prescribed under Accounting Standard 14 i.e. Accounting for Amalgamation' issued by the Institute of Chartered Accountants of India. The official liquidator also filed report stating that as per the report of Shri N.C. Jain Chartered Accountant, that the affairs of the Transferor Companies l to 4 have not been conducted in a manner prejudicial to interest of the members and creditors and he has no objection if upon sanctioning of the scheme of merger, the Transferor Companies l to 4 are ordered to be dissolved within the meaning of section 394 (1) (iv) of the Companies Act. The Transferor Companies l to 4 and Transferee Company published the notice of the respective petitions in the English News Paper Times of India. New Delhi dated June 5,2008 and in the Rajasthan Patrika of Jaipur Edition it was published on June 4, 2008. Copies of the publication of notice in the news papers have also been filed. Nobody raised any objection in pursuance to the publication of the notice of these petitions in the news papers. 6. I have heard the learned counsel and the Official Liquidator and scanned the material on record. Official Liquidator's conclusion in the report, is that the affairs of the Transferor Companies l to 4 have not been conducted in a manner prejudicial to the interest of the members and creditors. I have also examined the scheme of amalgamation and found nothing prejudicial to the interest of the Transferor Companies 1 to 4 and Transferee Company. It appears from the record that the Transferor Companies l to 4 are sister concern of the Transferee Company having common registered office at 24 Goyal House Ajmer Road Jaipur. In view of the fact that the Regional Director and the Official Liquidator have no objection if the transferor companies 1 to 4 are amalgamated with the transferee company. I accordingly sanction the scheme of merger as set out in the company petitions. 7. These company petitions are accordingly allowed. The scheme of amalgamation filed with the company petitions is approved as per the prayer clause 1 of the petition No. 3 of 2008 and prayer clauses l and 2 of the petition No. 4 of 2008. The Official Liquidator shall be entitled to Rs. 2500/- each from the Transferee company and the Transferor Companies l to 4. (SHIV KUMAR SHARMA )J. Pareek/