IN THE HIGH COURT OF UTTARAKHAND AT NAINITAL Company Petition No. 1 of 2011 With Company Application No. 1 of 2011 In the Matter of the Companies Act, 1956 And In the Matter of Amalgamation of Forbes Aquamall Limited …… Transferor Company With Aquamall Water Solutions Limited …... Transferee Company Mr. P.R. Mullick and Mr. Mukesh Sukhija, Advocate for the applicants. Hon’ble Tarun Agarwala, J. Upon the application of the Company, Forbes Aquamall Ltd (hereinafter referred to as the Transferor Company) having its registered office at Khasra No.3946, 3961, 3962 Majri Grant, Dehradun-248140 seeking amalgamation under Chapter V of the Indian Companies Act, 1956 with Aquamall Water Solutions Limited, in accordance with the scheme of amalgamation annexed as Annexure A-8 to the Company Application No. 1 of 2011 and as Annexure A-1 to the Company Petition No.1 of 2011. On hearing Company Application No. 1 of 2011, this Court on 06.01.2011 and 17.02.2011 ordered the Transferor Company to convene the meeting of the share-holders and creditors of the said company for the purpose of considering and, if thought fit, approving, without or without modification, the proposed scheme of amalgamation. The Court appointed Shri B.P. Nautiyal, Advocate, as Chairman and Shri Anil Joshi, Advocate, as the alternate Chairman for convening the said meeting. The Chairman was directed to issue advertisement and to sent out the notices of the meeting to the share-holders and creditors. 2 The notices of the Chairman for holding the meeting were published in the newspaper “Himachal Times” published in English from Dehradun on 22.02.2011 and “Amar Ujala” published in Hindi from Dehradun on 22.02.2011. Separate notices for convening the meeting of the share-holders and creditors together with the scheme of amalgamation, explanatory statement and the prescribed proxy form by pre-paid letter post under certificate of posting were sent to the share holders and creditors on 19.02.2011. On 07.03.2011 the Chairman has filed an affidavit of service in Court as required under rule 76 of the Company (Court) Rules, 1959. The meeting of the shareholders and creditors of the Transferor Company was convened on 16.03.2011 which was the date scheduled for the said purpose. The report of the Chairman dated 25.03.2011 has since been submitted to the Court and is on record. This Court has perused the report of the Chairman of the meeting of the shareholders of the Transferor Company. In effect the report is that the quorum prescribed by this Court vide its order dated 06.01.2011 was complete. The report further shows that the meeting was attended by 7 shareholders holding equity shares holding an aggregate value of Rs.50,000,00 (Rs.50 lacs) constituting 100% of the paid up capital of the Transferor Company. The report states that the share-holders unanimously resolved in favour of the scheme of Amalgamation. Similarly, the meeting of the secured creditors was attended by one secured creditor having an aggregate debt value of Rs.4,90,19,097/-. The Chairman reported that the scheme of amalgamation was unanimously approved and adopted in the meeting of the secured creditors of the transferor company without any modification. Similarly, the meeting of the unsecured creditors was also convened which was attended personally or through authorized 3 representatives by 37 unsecured creditors which had an aggregate debt value of Rs.5,96,76,735.32. The Chairman has reported that the scheme of amalgamation was adopted unanimously without any modification. It was thereafter that the Company Petition No. 1 of 2011 under rule 79 of the Company (Court) Rules, 1959 was moved on 04.04.2011 and this Court had ordered that the notices of hearing be published in the same two newspapers, mentioned above, and further directed that the same be published atleast 10 days prior to the date of hearing which was fixed for 02.05.2011. In addition to the aforesaid, notice was also directed to be published in the English Daily “Hindustan Times” from New Delhi. The notices were duly published in compliance of the order passed by this Court and the newspapers in which the notices were published have been filed and are on record. Notices were also issued to the Regional Director, Northern Region, Noida u/S 394-A of the Companies Act 1956 and to the Official Liquidator, Allahabad. Whereas the official Liquidator has submitted his report no.110 of 2011 stating that he has no objection to the scheme of amalgamation being approved by this Court, the Regional Director has filed his report stating that the Central Govt. has no objection to the proposed Scheme of Amalgamation. It was, however, stated that the employees of the Transferor Company shall become employees of the Transferee Company without any break or interruption of service. It has also been stated by the learned counsel for the applicant company at the bar that the petition filed by the Transferee Company before the High Court of Andhra Pradesh is pending and final orders have not yet been passed. Thus there being unanimity amongst the shareholders and creditors of the Transferor Company that the amalgamation be directed to take place and there being nothing adverse in the report 4 of the Chairman which may occasion this Court to deny the relief which is being sought in this petition, and having regard to the entirety of the record, this Court considers it expedient, appropriate and in the interest of justice that the relief sought in effect on amalgamation be granted and the scheme of amalgamation as specified in Annexure A-8 to the Company Application No. 1 of 2011 and Annexure A-1 to the Company Petition No. 1 of 2011 be accepted subject to orders passed on a similar application/petition filed by the Transferee Company before the High Court of Andhra Pradesh. Consequently, this petition stands allowed and the Scheme of Amalgamation (Annexure A-8 to the Company Application No.1 of 2011 and (Annexure A-1 to the Company Petition No. 1 of 2011 is hereby sanctioned with effect from 01.04.2010, however, subject to the condition that similar orders are passed on the petition pending before the High Court of Andhra Pradesh filed by the Transferee Company and the scheme is accepted. It is further ordered that the certified copy of this order shall be filed before the Registrar of Companies within 30 days of the receipt of the certified copy. A formal order in the prescribed form shall follow, if necessary. (Tarun Agarwala, J.) Dated 13th June, 2011 Shiv 5