Co. Pet. 3/10 //1// In the High Court of Judicature for Rajasthan Jaipur Bench ** Company Petition No.3/2010 for amalgamation of Saraf Fabrics Ltd & Readicut (P) Ltd (Transferor Cos.) And Saraf Metasteel Ltd. (Transferee Co.) Date of Order ::: 20/05/2010 Hon'ble Mr. Justice Ajay Rastogi Mr. Sandeep Taneja, for petitioners Mr. Shashank Sharma for Regional Director Mr. Amod Kasliwal, for Official Liquidator. Instant company petition has been filed seeking amalgamation of Saraf Fabrics Ltd & Readicut Private Ltd (Transferor Cos.) and Saraf Metasteel Ltd (Transferee Co.) U/s 391 to 394 of Companies Act, 1956 (“Co. Act”). Vide order dt.19/02/2010 passed in Co. Appl. No.3/2010, this Court directed the Transferor Companies to convene separate meetings of the unsecured creditors and equity share holders for the purposes of considering and if thought fit, approving with or without modification, the arrangement proposed to be made between Transferor & Transferee Companies. Advertisement of notice to convene meetings were published in the Indian Express (N.Delhi Edition) on 03/03/2010 and in Dainik Bhaskar, Jaipur Edition on 28/02/2010. The affidavits of (i) Ms Anita Agrawal for Transferor Co. No.1, (ii) of Shri Nikhil Singhvi for transferor Co. NO.2 and (iii) of Co. Pet. 3/10 //2// Shri Anuroop Singhi for transferee were filed on 18/03/2010 showing publication & dispatch of Notices convening the meetings and also annexed affidavit of Sanwar Mal Saraf, Director of the Transferor Companies and Authorized Signatory of Transferee Company. The report of the Chairman of the said meetings convened on 27/03/2010 about the result whereof, has been filed, from which it appears that the proposed arrangement has been approved unanimously without any modification. Vide order dt.15/04/2010, this Court issued notices to the Official Liquidator and Regional Director (Northern Region) Ministry of Corporate Affairs, PDIL, Bhawan, Sector-1, Noida. In response thereto, the Regional Director has filed an affidavit inter-alia deposing therein that as per Scheme of arrangement, all the employees of Transferor Company shall become employees of Transferee Company without any break & interruption in their services upon sanctioning the Scheme of Amalgamation; and the Central Government has no objection to the proposed Scheme of Amalgamation. Official Liquidator also filed report stating that as per report of Shri NC Jain Chartered Accountant, he has examined the accounts books and other records; and observed that the affairs of the Transferor & Transferee Co. Pet. 3/10 //3// companies have not been conducted in a manner prejudicial to the interest of members & creditors. However, nobody raised any objection for the Scheme of arrangement. This Court has considered submissions made by Counsel for petitioners, Regional Director, Ministry of Corporate Affairs and Official Liquidator and with their assistance, examined the material placed on record. Having examined the Scheme of Arrangement, this Court finds nothing prejudicial to the interest of creditors, members of the Transferor Companies. Consequently, company petition is allowed. This Court do hereby sanction the arrangement set forth in para 14 & Ann.10 appended to the Company petition; and do hereby declare the same to be binding on creditors and equity share holders of the Transferor & Transferee Companies. The parties to this arrangement or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to the working of the compromise/arrangement. The order in prescribed Form NO.42 be issued separately by the Registrar as per R.84 of Companies (Court) Rules, 1959. The said Companies may file with the Registrar of Companies a certified copy of this order within 14 days. The Official Liquidator Co. Pet. 3/10 //4// shall be entitled to Rs.5,000/- (Rupees Five thousand) each from the Transferor & Transferee Companies towards misc. expenses. (Ajay Rastogi), J. K.Khatri/p4/ 3Co.Pet2010May20-391(1)Mtng.doc