IN THE HIGH COURT OF JUDICATURE AT PATNA COM PET No.6 of 2009 IN THE MATTER OF 1.M/S DURGA POLYSTERS PVT. LTD., a Company incorporated under the provisions of the Companies Act, 1956 having its Registered Office situated at 503, Venkatesh Apartment, Budh Marg, Patna-800 001(Bihar) through one of its Directors & Holder of Power of Attorney, Kunjbihari Sultania, S/o Shri Ramautar Sultania, resident of 503, Venkatesh Apartment, Budh Marg, Patna-800 001 (Bihar) [hereinafter Referred to as the “Transferee Company”] and IN THE MATTER OF 2. M/s Durga Tradecom Pvt. Ltd., a Company incorporated under the kprovisions of the Companies Act, 1956 having its Registered Office Situated at 503, Venkatesh Apartment, Budh Marg, Patna-800 001 (Bihar) through one of its Directors, Kunjbihari Sultania, S/o Shri Ramautar Sultania, Resident of 503, Venkatesh Apartment, Budh Marg, Patna- 800 001 (Bihar) [hereinafter referred to as the “Transferor Company”]----------------------Petitioners ----------- 7. 5.3.2010 The Company Petition has been filed seeking sanction of this Court to a Scheme of Amalgamation of M/s. Durga Tradecom Pvt. Ltd. (the transferor Company) with M/s. Durga Polyster Pvt. Ltd. (the transferee Company) so as to transfer to and vest in the transferee Company all the properties, rights and claims of the transferor Company and in its undertakings altogether with all rights and obligations relating thereto without the transferee Company being wound up, on the terms and conditions as stated in the Scheme of Amalgamation (Annexure-3). It is stated that the Board of Directors of the transferee Company and the transferor Company have in their respective Board meetings approved and resolved to carry out the aforesaid Scheme of 2 Amalgamation and all the shareholders of both the petitioner Companies, i.e., the transferee Company and the transferor Company, have considered the Scheme and consented to approve the Scheme without any modification. Earlier a copy of the Company Application was served upon the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata who has filed an affidavit stating that he has examined the petition in detail and after going through the report of the Registrar of Companies, Patna it appears that no complaint and/or representation has been received against the proposed Scheme of Amalgamation and therefore the Central Government has decided not to oppose the petition/application of Amalgamation. The Official Liquidator has also filed OLR No. 21 of 2010 in which it is stated that the books of accounts of the Transferor Company were examined by him with the permission of the Court through M/s. P. Puneet & Company, Chartered Accountant upon which it has been found that the affairs of the Company have not been conducted in a manner prejudicial to the interest of its members or to public interest and, as such, there does not appear to be any impediment in allowing the Scheme 3 of Amalgamation as proposed and the Transferor Company has been recommended to be dissolved without following the process of winding up. A notice of hearing of the Company Petition was also directed to be published in two local newspapers and by an affidavit filed on 8.12.2009 by one of the Directors in both the Transferor and Transferee Companies it is stated that the said notice issued through the Registrar of this Court was published on 28.11.2009 in two daily newspapers published from Patna, one in English and other in Hindi, namely, „Hindustan Times‟ and „Hindustan‟, copies of which have been annexed to the said affidavit. On a consideration of the aforesaid facts and circumstances, the Scheme of Amalgamation of the transferor Company, M/s. Durga Tradecom Pvt. Ltd., with the transferee Company, M/s. Durga Polysters Pvt. Ltd., is approved and it is directed that the transferor Company shall within 14 days cause a certified copy of the order to be delivered to the Registrar of Companies for registration and on such certified copy being so delivered the transferor Company shall be dissolved and other appropriate steps shall be taken by the Registrar of Companies in accordance with the Act and Rules. 4 The Company Petition is, accordingly, disposed of. (Ramesh Kumar Datta,J.) Spal/