‘ HIGH COURT OF CHHATTISGARH AT BILASPUR M /, COMPANY PETITION NO; 02 of 200x 1N THE MATTER OF TEE COMPANIES ACT, 1956 AND IN THE MATTER SECTIONS 391 TO 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF MERGER OF AND APPLICANT/TRANSFEROR COMPANY SHRI BAJRANG IVIETALLICS & POWER LIMITED KH. NO. 2/3, VILLAGE GONDWARA, RAIPUR 493 221 CHHATTISGARH‘ ‘ AND SHRI BAIRANG POWER AND _ : APPLICANT/TRANSFEREE ISPAT LIMITED — VILLAGE : COMPANY BORJHARA, URLA, ‘GUMA ROAD URLA INDUSTRIAL COMPLEX RAIPUR 493 221 PETITION UNDER SECTION 391 TO 394 OF TEE COMPANIES ACT, 1956 TO SANCTION THE SCHEME OF ARRANGEIWENT/ AMALGAMATION‘ ‘ A N D COMPANY PETITION NO 04 of7011 IN THE MATTER OF SECTIONS 391 TO 394-OF THE COMPANIES ACT, 1956 ‘ AND IN THE MATTER AMALGAMATION OF AND SHRI BAJRANG METALLICS & POWER LIMITED KH. NO; 2/3, VILLAGE GONDWARA, RAIPUR 493 221 CHHATTISGARH : APPLICANT/TRANSFEROR COMPANY AND SHRI BAJRANG POWER AND : APPLICANT/TRANSFEREE SPAT LIMITED — VILLAGE : COMPANY BORJHARA, URLA, GUMA _ f ROAD, URLA INDUSTRIAL COMPLEX RAIPUR - 493 221 PETITION UNDER SECTION 391 TO 394 OF THE COMPANIES ACT. 1956 READ WITH RULE 79 OF COIVIPANY COURT RULES, 1959 TO SANCTION THE SCHEME OF ARRANGEMENT/AMALGAMATION. SB: Hon’ble Shri Satish K. Agnihotri, J. Shri N K VyaS Advocate for the petitioners Smt Fouz1a M1rza Asmstant Sohc1tor General for the Unlon of Indla Shn Ammo Das, Advocate for the Official Liquidator. Present: r I f k) O R D E R (Passed on 14m day of Novembar, 201 1) I. These are the petitions under section 391 read with section 394 of the Companies Act, 1956 (for short ‘the Act, 1956 ’) seeking sanction for the scheme of amalgamation between M/s. Shri Bajrang Metallics & Power Limited (the transferor company), a company incorporated under the Companies Act, 1956, having its registered office at KH No. 2/3, Village Gondwara, Raipur, Chhattisgarh, and M/s. Shri Bajrang Power & Ispat Limited, (the transferee company), a company incorporated under the provisions of Companies Act, 1956, having its registered office at village Borjhara, Urla Guma Road, Urla Industrial Complex, Raipur, Chhattisgarh,. 2. The scheme of amalgamation, which is sought under these petitions are annexed as Annexure P/9 to Company Petition No. 04/201 1. 3. Upon hearing the parties, this Court directed for meeting of share. holders of M/s. Shri Bajrang Metallics & Power Limited and M/s. Shri Bajrang Power & Ispat Limited, which Was convened on 25.05.2010 for consideration and approval with or without modification, the scheme of amalgamation of M/s. Shri Bajrang Metallics & Power Limited,,(the transferor company), and M/s. Shri Bajrang Power & Ispat Limited (the transferee company). The meeting of secured creditors and equity share holders was directed to be convened on 25.05.2010. Notice of the said meeting was published in ‘The Times of India’ (in English) and Nav Bharat (in Hindi) on 22.04.2010, widely circulated in Raipur. The Chairman submitted reports alongwith a list of secure cred' and equity share holders of the transferor and transferee company, who attended the meeting. The report also stated that all the persons attending the meeting approved the scheme unanimously. The same was filed before this Court on 15.06.2010. This Court, by order dated 05.07.2010i(in Company Petition No. 02/2008), ordered to publish notice of hearing of the company petition. It was directed to publish notice of hearing in ‘The Times of India’ (in English, Delhi Edition) and Nav Bharat (in Hindi, Raipur Edition). Accordingly, notice was published on 15.07.2010 in the aforesaid two newspapers. An affidavit has been filed before this- Court by the Regional Director, North Western Region, Ministry of Corporate Affairs, Ahmedabad, on 24.03.201 l, stating as under: “(e) That, the Deponent further submits that, there appears no objection to the proposed scheme of amalgamation between the petitioner companies and the scheme does not, prima facie appear to be prejudicial to the interest of the shareholders of the respective companies and the public at large.” On 04.05.2011 (in Company Petition No. 04/2011), notice was issued to the Official Liquidator, Ministry of Corporate Affairs, l“ Floor, Old CIA Building, Opposite GOP, Comps Residency Area, Indore, to examine the proposed scheme of arrangement/ amalgamation and submit its report. A report to the said effect was submitted on 09.08.2011 observing that in consideration of the transfer of and vesting of the undertaking of the Transferor company in the Transferee company in terms of the scheme, the shares held by miméiw'l “K 'the Transferee company in Transferor company would stand cancelled as the Transferor Company is 100% subsidiary of Transferee company. Hence, the Transferee company is not required to issue any shares in exchange of the shares of Transferor company. Further, the existing equity shares held by the Transferee company in the Transferor Company shall automatically stand cancelled. It is further observed that as per clause 13 of the scheme of amalgamation, all permanent employees of the Transferor company shall become employees of the Transferee company on such date as if they were in continuous service Without any break or interruption in service and on the terms and conditions as to remuneration not less favourable than those subsisting with reference to the Transferor company as on the said date. It was further stated that no complaints have been received by the official liquidator against the proposed scheme of arrangement/V amalgamation from an person/party interested in the Scheme in any manner. It was finally reported that the affairs of the transferor company have not been conducted in a manner prejudicial to the interest of its members, creditors or to public interest as per the second proviso to section 394(1) of the Companies Act, 1956. Thus, it is held that there is no objection for confirmation of the petition. 10. It is submitted by counsel for the petitioners that the accounting standards as stipulated in the Act, 1956 shall be followed. There is no other objection. The rights and obligations 0f convertible debentures holders in the transferor company, should become the rights and obligations of the holders in the transferee company including the obligation to make a public announcement for making a public offer to the share holders of the transferee company. In View of the foregoing, the scheme ofamalgamation is confirmed. The petitions are allowed. The scheme of amalgamation shall come into effect alter filing of the certified copy of the order with the Registrar of Companies, within 14 days from the receipt of a copy of this order. 5x. 5.: e The scheme of arrangement/amalgamation annexed as Annexure P/9 to Company Petition No. 04/201 l, shall form a part ofthis order. The transferee company shall pay a sum of Rs. 20,000/- as fee fixed for the official liquidator and in addition, counsel’s fee to be determined at Rs. 15,000/-. The office to take necessary steps for issuance of formal procedure, Within a period of two weeks. Sd/- Satish K. Agnihotri Judge Amit 11. l2. l3. l4. 15.