S.B. Company Petition No.11/2009 Date of Order: 27.1.2010 HON'BLE MR. PRAKASH TATIA,J. Mr.Dinesh Mehta, for the petitioner. Mr.Kanwar Pal Jain, Authorised representative of the Transferor Company. Mr.Vikas Balia, for the Official Liquidator. ... This is a petition filed by Bhilwara Processors Limited (hereinafter referred as "the Petitioner Company") under Section 394 of the Companies Act, 1956 for sanctioning of Scheme of Amalgamation under Section 391-394 between it and BSL Ltd. 26, Industrial Area, Gandhi Nagar, Bhilwara. The Petitioner Company had moved an application being S.B. Company Application No.5/2009 under Section 391 of the Companies Act, 1956. By order dated 28/07/2009, the Petitioner Company was ordered to convene the meetings on 3/10/2009 of its Equity Shareholders, Secured Creditors and unsecured creditors to whom the debt owed was Rs. 1,00,000/-or more as on 31/03/2009 to be held under the chairmanship of Shri Manoj Bhandari Advocate failing him Shri Arun Bhansali Advocate. The notices of the meetings were published in Rajasthan Patrika, all Editions on 15/8/2009 except one Banswara Edition, which was published on 28/8/2009 and Hindustan Times (English) Jaipur Edition on 2 17/8/2009 and were served individually under Certificate of Posting on the said class of creditors and shareholders. The meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors, to whom the debt owed was Rs. 1,00,000/- or more were held on 3/10/2009 at 3.00 pm, 4.00 pm and 4.30 pm respectively. The Chairman of the meetings Shri Manoj Bhandari Advocate has filed his reports dated 7/10/2009 about the meetings in this Court. As per the reports, the meeting of the Equity Shareholders of the Petitioner Company was attended by 19 members (12 Members personally and 7 members by proxy ) and the total number of their equity shares was 9251649 aggregating to Rs. 9,25,16,490/ of equity share capital. The meeting of the secured creditors was attended by 2 members in person and total value of their debts was Rs. 7,86,04,227.78. The meeting of the Unsecured Creditors to whom the debt owed was Rs. 1,00,000/- or more as on 31/03/2009 of the Petitioner Company was attended by 15 creditors (10 in person and 5 by proxy) and the total value of their debt was Rs. 70,81,680.42. The required quorum, as per order dated 28/07/2009 was present in all the three meetings. The proposed scheme has been approved unanimously by the said shareholders, secured and unsecured creditors of the Petitioner Company. 3 After the meetings were held and the reports of chairman were received the S.B. Company Application No. 5/2009 was disposed off on 13/10/2009. Counsel for the Petitioner Company has filed the said Scheme of Amalgamation alongwith this Company Petition for approval of this Court. In the present petition, on 20/10/2009, it was directed that the petition be fixed for hearing on 24/11/2009 and notice of hearing of the petition be advertised in Dainik Bhaskar (Hindi) Bhilwara and Hindustan Times, (English) Jaipur Edition. Notice of Petition was issued to the Central Government for its report. As the Regional Director, Department of Company Affairs, Northern Region, Noida has been delegated the powers of Central Government, the notice was directed to be served on him. Notice was also issued to Official Liquidator attached to this Court. The advertisement in newspapers were published on 25/10/2009 in Dainik Bhaskar and on 24/10/2009 in Hindustan Times in pursuance of the order dated 20/10/2009. The Regional Director, Northern Region, Department of Company Affairs, Noida has filed his affidavit dated 31/12/2009 on behalf of the Central Government stating interalia that the Central Government has no objection to the 4 proposed Amalgamation subject to para no. 4.1 & 5 of its report requiring maintaining of Accounting Standard ( AS-14) and keeping 25% of new shares in lock for a period of three years. The Petitioner Company has filed an Affidavit dated 14/1/2010 giving undertaking to abide by the above referred condition mentioned in para 4.1 of the Report of Regional Director. I have heard Mr. Dinesh Mehta, Advocate for the Petitioner Company and Mr. Vikas Balia, Counsel for the Official Liquidator and perused the record and affidavit / undertaking dated 14/01/2010 filed by the company. The Regional Director's contention that the petitioner company be asked to keep 25% of new shares in lock for a period of three years, has no application to the petitioner company as this company shall stand merged in BSL Limited and that company has already given undertaking in SB Company Petition No.10/2009, therefore, there is no need for the petitioner company to submit any undertaking of keeping 25% of new shares in lock for a period of three years. In view of the aforesaid facts on record, the Scheme of Amalgamation under Section 391-394 of the Companies Act, 1956 is hereby sanctioned, it is declared to be binding on all the shareholders and creditors of the Petitioner Company and also on the said company. It is made clear that 5 sanctioning of this Scheme of Amalgamation would not absolve any of the parties from any legal liability and the petitioner company shall be bound by the undertaking given in the affidavit dated 14.1.2010 given on behalf of the company by Shri Kanwar Pal Jain, Authorised representative of Bhilwara Processors Limited and the company shall comply with the accounting treatment as prescribed under Accounting Standard 14 i.e. 'Accounting for Amalgamation' governed by the Companies (Accounting Standards) Rules, 2006 issued under the Act. The order in the prescribed Form No. 42 be issued separately by the Registrar alongwith the schedules as per Rules 81 and 84 of the Companies (Court) Rules, 1959. The effective date for the purpose of this Scheme of Amalgamation is fixed to be 1/4/2009 and the Petitioner-Transferor Company shall stand dissolved, without winding up in terms of Section 394(1)(iv) of the Companies Act, 1956. That the said company do file with the Registrar of the Companies, a certified copy of this order within 14 days from this date. (PRAKASH TATIA), J. S.Phophaliya