(^ ^ HIGH COURT OF CHHATriSGARH AT BILASPUR COMPANY PETITION No. 17 of2010 Inthe matter ofSection 391 & 394 ofthe Companies Act, 1956; AND In the matter of Scheme of Amalgamation : Transferor Company of Real Ispat & Power Liiiiited with Gaurav Krishna Ispat & Power Ltd. aiid their respective shareholders at 317-321 & 356-360 Uria Industrial Estate, Raipur. AND Real Ispat & Power Ltd. a Company : Transferree Company Incorporated under fhe provisions of Companies Act, 1956 having its registered Qffice at Uria Benchi Road, Borjhara, Raipur, Iiidia - 493221 PETmON TO 8ANCTION SCHEME OF AMALGAMATION UNDER 8ECTION 391/394 OF THE COMPANIES ACT, 1956 WITH COMPANY PETmON No. 04 of2009 IN THE MATTER OF SCHEME OF AMALGAMATION OF Real Ispat & Power Limited, a Company Incorporated under the Companies Act, 1956 having its Registered Ofl5ce Borjhara, Urla B^ndri Road, Raipur Chhattisgarh. AND M/S. Gaurav Krishna Ispat (India) Private Limited, a Company incorporated under the Compaiiies Act, 1956 havmg its Registered office Plot No. 317-321 & 356-360; Uria Industrial Area, Raipur, Chhattisgarh. AND. In the matter of Real Ispat & Power Limited AppUcant TramfereeCompany APPLICATION U/8. 391 AND 394 OF THE COMPANIES ACT. 1956. AND COMPANY PETITION No. 18 of2010 Inthe matter ofSection 391 & 394 oftiie Companies Act, 1956; AND In fhe matter of Scheme of Amalgamation of of Gaurav Krishna Ispat India Pvt. Ltd. into Real Ispat & Power Ltd. and their respective share holders at Urla, B^sidri Road, Borjhara, Raipur. : Transferree Company ^/"^. '"%. •/e^...\ JI^St,* ^,%..^-I^^ \^ AND Gaurav Krishna Ispat (I) Pvt. Ltd. a : Transferor Company Company Incorporated under the provisions ofCompames Act, 1956 havmg its registered office at 317-321 & 356-360, Uria Industrial Area, Raipur, Raipur, India - 493221 PETITION TO SANCTION 8CHEME OF AMALGAMATION UNDER SECTION 391/394 OF THE COMPANIES ACT. 1956 WITH COMPANY PETH'ION No. 05 of2009 IN THE MA1TER OF AMALGAMATION OF M/S. Gaurav Krishna Ispat (India) Private Limited, a Company incorporated under the Compames Act, 1956 havmg its Registered office Plot No. 317-321 & 356-360; Uria Industrial Area, Raipur, Chhattisgarh. AND Real Ispat & Power Limited., a Company Incorporated under the Companies Act, 1956 having its Registered OflRce Boijhara, Urla Bendri Road, Raipur Chhattisgarh. AND In the matter ofM/S. Gaurav Krishna Ispat (India) Rivate Limited A^plicaNt Transferor Company APPLICATION U/8 391 AND 394 OF THE COMPANIES ACT, 1956. SB: Hon'ble Shri Satish K. Agmhotri, J. Present: Shri K.R.Nair, Advocate for the petitioner. Smt. Fouzia Mirza, Assistant Solicitor General for the Union oflndia. ORDERrORALy (Passed on 17 day of August, 2010) 1. These are the petitions under section 391 read with sectioai 394 oftbe Companies Act, 1956 (for short 'fhe Act, 19569) seeking sanction for fhe scheme of amalgamation (m Company Petition No, 4/2009 with 17 of 2010) and (in Company Petition No. 5/2009 with 18^010) between the transferee company i.e. Real Ispat & Power Ltd. a company ;^, ""•.•^-"t i "-,... v^ \^\ incorporated under fhe provisions of Compames Act, 1956, faaving its registered office at Uria Bendri Road, Borjhara, Raipur, India - 493211 and M/s. Gaurav Krishna Ispat (India) & Pvt. Ltd. 317-321 & 356-360, Uria Industrial Area, Raipur, tfie transferor eompany. The scheme of amalgamatioii, which is sought under Ihese petitions are annexed as Annexure P/6 to Company Petition No. 4/2009 and 5/2009. Upon hearing llie parties, this Court dispensed witfa fhe meeting of equity share holders as all the share Imlders had gwen conseiit fbr fhe proposed amalgamation. Meeting ofthe secured aiid unsecured creditors ofM/s. Real Ispat and Power Limited aiid Gaurav Krishaa Ispat (India) Ltd. was directed to be convened on 22.06.2010 for consideration aiid approval witfa or without modification, the scheme of amalgamation of Gaurav Krishna Ispat (Ihdia) Pvt. Ltd. ^fae traiisferor canipaiiy) witfa Real Ispat & Power Dtd. (fhe Iransfe^e CQH3^iiy)^^N meeting was published in Hitvada (in English) on 18 May, 2010 and Dainik Bhaskar (in Hmdi) on 19 May, 2010, widely circulated ia Raipiir. The Chainnan submitted a report alongwith a list of secured and unsecured creditors of M/s. Real Ispat <& Pow^ Limited and M/s. Gaurav Krishna Ispat (India) Pvt. Ltd. consented for amalgamation which was filed before this Court on 28.06.2010. The same is taken on record. This Court, by order dated 22.07.2010 (in Company Petition No. 17/2010), ordered to publish notice ofhearing ofthe compaiiy petition. InitiaUy, it was directed to be published in Nav BharM (Hindi) Raipur ,-v ,v' 's. ;^-....-'' 4 \\\' Edition, and The Times of India (English), Delhi Edition, 10 days before fhe date i5xed for hearing. There was some mistake in the said order, the same was corrected on 03.08.2010 directing to publish tihe notice in the same newspapers wherein earlier, the notice was published for convening the meeting i.e. in Dainik Bhaskar (Hindi) and Hitvada (English), Raipur Edition, 10 days before the next date of hearing. Accordingly, notice was published on 06.08.2010 in fhe aforesaid two newpapers. 6. Notice was served on leamed Assistant Solicitor General on 23.11.2009 and on her request, three weeks time was granted to obtain objection of the Regional Director, Ministry of Corporate Affairs. Ms. Mirza appeared on each dates of hearing and submits that despite several letters, no response has been received by her. 7. Thus, it is held that tfiere is no objection for confirmation ofthe petition. 8. It was submitted by counsel for the petitioner that the accounting standards as stipulated in the Act, 1956 shall be followed. There m no other objection. 9. Li view oftihe tbregoing, the scheme ofamalgamation is confirmed. The petitions are allowed. The scheme of amalgamation shall come into force w.e.f. 1st September, 2010. 10. The office to take necessary steps for issuance of formal procedure, within a month. Satish K.Agnihotri Judge Amit