C.P. No.36 of 2009 (O&M) -1- IN THE HIGH COURT FOR THE STATES OF PUNJAB AND HARYANA AT CHANDIGARH C.P. No.36 of 2009 (O&M) Date of Decision:05.03.2009 IN THE MATTER OF AMALGAMATION DFL International Limited, situated at G.T. Road, Miller Ganj, Ludhiana (Punjab) .......... Petitioner/Transferor Company With Deepak Fasteners Limited, situated at E-535-536, Phase-VI, Focal Point, Ludhiana (Punjab) ...........Petitioner/Transferee Company Present: Mr. Anil K. Aggarwal, Advocate for the petitioners. CORAM:HON'BLE MR. JUSTICE K. KANNAN 1. Whether Reporters of local papers may be allowed to see the judgment ? 2. To be referred to the Reporters or not ? 3. Whether the judgment should be reported in the Digest ? -.- K. KANNAN J.(ORAL) C.A. No.135 of 2009 Application allowed. Exemption from filing original/typed copies of annexures and permission to place on record photocopies/printed copies of the same is granted. C.P. No.36 of 2009 1. The petition has been filed under Sections 391(1) and 394 C.P. No.36 of 2009 (O&M) -2- of the Companies Act seeking for sanctioning the Scheme for Amalgamation as a going concern. The Transferor Company-DFL International Limited was originally incorporated under the provisions of the Companies Act, 1956 on 05.02.2002 having its registered office at G.T. Road, Miller Ganj, Ludhiana (Punjab). The main object of the Transferor Company is to carry on the business of manufacturing, selling and exporting vide range of fasteners such as bolts, nuts, washers, ASTM studs, foundation, threaded rods, clamps and other allied items. The authorized share capital of the Transferor Company is Rs.5,10,00,000/- divided into 51,00,000 equity shares of Rs.10/- each. The issues, subscribed and paid up share capital of the company is Rs.4,87,02,100/- divided into 48,70,210 equity shares of Rs.10/- each fully paid up. 2. The Transferee Company- Deepak Fasteners Limited was incorporated under the provisions of the Companies Act, 1956 on 12.11.1990 as a private limited company at Jalandhar and later on converted into a public limited company on 28.02.2005 having its registered office at E-535-536, Phase-VI, Focal Point, Ludhiana (Punjab). It is seen from the record that the Transferee Company is also engaged in the similar objects as of Transferor Company. The authorized share capital of the Transferee Company is Rs.5,00,00,000/- divided into 9,79,100 equity shares of Rs.10/- each fully paid up. Both the Transferor Company and the Transferee Company fall within the jurisdiction of this Court. 3. The Transferor Company is a closely held company having nine equity shareholders and the list of shareholders of the company is C.P. No.36 of 2009 (O&M) -3- annexed as Annexure P-6. All the shareholders of the company have given their written consent for the proposed Scheme of amalgamation. Lists of unsecured creditors and secured creditors are enclosed with the petition as Annexure P-9 and P-12 respectively. There are 248 unsecured creditors and one secured creditor of the company. 91.59% in value of the abovesaid unsecured creditors and the secured creditors have given their consent for the proposed Scheme of Amalgamation as per Annexures P-10 and P-13 respectively. Mr. Deepak Kalra, Director of the company has sworn to affidavits regarding the consent for the proposed Scheme vide Annexure P-8, P-11 and P-14 respectively. 4. The Transferee Company is also a closely held company having 13 equity shareholders and all the shareholders of the company have given their consent for the proposed Scheme of Amalgamation as per Annexure P-19. Lists of unsecured creditors and secured creditors are attached as Annexures P-21 and P-24. 85.20% in value of the abovesaid unsecured creditors and the two secured creditors have also given their consent as per Annexures P-22 and P-25. Mr. Sanjeev Kalra, Director of the company has sworn to affidavits regarding the consent for the proposed Scheme vide Annexures P-20, P-23 and P-26 respectively. 5. The Auditor's Report for accounts and balance sheets for the year ending 31.03.2008 is at Annexure P-4 and P-16 of both the companies. As per these balance sheets both the companies are profit making companies. 6. It is also stated both by the Transferor Company and the C.P. No.36 of 2009 (O&M) -4- Transferee Company that no proceedings under Section 235 to 251 of the Companies Ac, 1956 are pending against the respective companies. 7. After due consideration of the relevant materials placed on record and having regard to the fact that 91.59% of the unsecured creditors of Transferor Company and 85.20% of the unsecured creditors of transferee Company have given their consent and 100% of the shareholders and secured creditors have also given their consent, I am of the opinion that the notices to the shareholders, unsecured creditors and sundry creditors may be dispensed with and the meetings for consideration of the Scheme of Amalgamation are also dispensed with. 7. The petitioner shall move an appropriate petition for consideration for second motion. In the above terms, the petition disposed of. (K. KANNAN) JUDGE March 05, 2009 Pankaj*