IN THE HIGH COURT OF JUDICATURE AT PATNA COM PET No.3 of 2010 In The Matter of 1. M/s. BHOLA RAM STEELS PVT. LTD. , a Company incorporated under the provisions of the Companies Act, 1956 having its Registered Office situated at Nasriganj, P.S. Danapur, District- Patna- 800 012 (Bihar) through one of its Directors, Ajay Kumar Goyanka, S/o Shri Satyanarayan Goyanka, Resident of Kati Factory Road, M.G. Nagar, P.S. Kankarbagh, District-Patna 800 020 (Bihar) (hereinafter referred to as the “Transferee Company”) 2. M/s. Jagdamba Ispat Pvt. Ltd., a Company incorporated under the provisions of the Companies Act, 1956 having its Registered Office situated at Nasriganj, P.S. Danapur, District- Patna- 800 012 (Bihar) through one of its Directors, Ajay Kumar Goyanka, S/o Shri Satyanarayan Goyanka, Resident of Kati Factory Road, M.G. Nagar, P.S. Kankarbagh, District-Patna 800 020 (Bihar) (hereinafter referred to as the “Transferor Company”) ……….. Petitioners ----------- For the petitioners: M/s. S.D.Sanjay, Gautam Kejariwal & Sushila Agrawal, Advocates For the Union of India: Mr. Dudheshwar Singh, CGC For the O.L.: Mr. Arvind Shukla with Subhash Chandra Mishra, ----------- 11. 11.3.2011 The company petition has been filed seeking sanction of this Court to a Scheme of Amalgamation of petitioner no. 2 company M/s. Jagdamba Ispat Pvt. Ltd. (to be referred hereinafter as “Transferor Company”) with petitioner no. 1 company, M/s. Bhola Ram Steel Pvt. Ltd. ( to be referred hereinafter as “Transferee Company”) by which all the 2 properties, rights and claims of the transferor company and its entire undertakings together with all rights and obligations are sought to be transferred and vested in the transferee company. Both the transferor and transferee companies are incorporated under the provisions of the Companies Act, 1956 in the State of Bihar. The transferee company was originally incorporated in the name and style of “M/s. Bhaskar Surya Financial Services Pvt. Ltd.” which was subsequently changed to the present name of “M/s. Bhola Ram Steels Pvt. Ltd.”. Both the companies are carrying on mainly the business of manufacturing, buying, selling, export, import and dealing in all kinds, varieties and grades of steels and non-ferrous metals. Both the companies are closely held companies; the total share holders of transferor company being only 12 and of the transferee company 6. The share holders of both the petitioner companies have considered and approved the Scheme of Amalgamation of the transferor company with the transferee company. 95% of the share holders of the petitioner-companies also consented in writing to 3 waive the convening and holding of meeting for consideration and approval of the Scheme of Amalgamation. On the basis of such consent the Company Application No. 2/2009 was originally filed before this Court and this Court dispensed with the calling of the meeting of the share holders and finally the company application was disposed of on 21.1.2010 with a liberty to file the connected company petition for the approval of the Scheme of Amalgamation. Accordingly, the present company petition has been filed. Earlier the Regional Director, Company Law Board, Eastern Region, Kolkata had pointed out certain defects and typographical errors in the Scheme of Amalgamation which was rectified. Thereafter the Regional Director, Company Law Board, Eastern Region, Kolkata has filed his affidavit stating that the Central Government has decided that the petition/application need not be opposed and the matter be decided by this Court on its merits. The Official Liquidator on direction by this Court has scrutinized the books and papers of the 4 companies and by his OLR No. 19/2011 dated 10.3.2011 reported that pursuant to the permission accorded by this Court on 21.1.2011, M/s. P.Puneet & Company, Chartered Accountant were assigned the task of examining the books of accounts of the Transferor Company who have given their report that the affairs of the company have not been conducted in a manner prejudicial to the interest of its members or to the public interest. The report of the Chartered Accountant is enclosed with the OLR. It has accordingly been stated by the Official Liquidator that the affairs of the company having not been conducted in a manner prejudicial to the interest of its members or to public interest, there does not appear to be any impediment in allowing the Scheme of Amalgamation as proposed and the Transferor Company can be ordered to be dissolved without following the process of winding up. On a consideration of the aforesaid facts and circumstances, the Scheme of Amalgamation of M/s. Jagdamba Ispat Private Limited, the Transferor Company with M/s. Bhola Ram Steels Private Limited, 5 the Transferee Company is sanctioned with the direction that the said Scheme of Amalgamation shall come into force with effect from 1.4.2008 subject to the petitioners filing a certified copy of this order with the Registrar of Companies for Registration within 30 days of the order, upon which the Transferor Company, M/s. Jagdamba Ispat Private Limited shall be dissolved without any winding up process with effect from 1.4.2008. The company petition is accordingly allowed. S.Pandey ( Ramesh Kumar Datta, J.)