Co.Pet. 12/09 //1// In the High Court of Judicature for Rajasthan Jaipur Bench ** Company Petition No.12/2009 for amalgamation of Produce & Share Brokers Ltd (Transferor Co.) And Universal Trading Co. (Transferee Co.) Date of Order ::: 05/02/10 Hon'ble Mr. Justice Ajay Rastogi Mr. Alok Sharma & Mr. Ashish Sharma, for petitioner Mr. Shashank Sharma for Regional Director Mr. BK Sharma for Official Liquidator. Instant company petition has been filed seeking amalgamation of Produce & Share Brokers Limited (transferor Co.) & Universal Trading Co. Ltd (transferee Co.) U/s 391 to 394 of Companies Act, 1956 (“Co. Act”). Vide order dt.24/04/2009 passed in Company Appl. No.15/2009, this Court directed to dispense with holding of meeting of equity share holders & unsecured creditors of the Transferor & Transferee Companies; and the liberty was granted to file second motion petition; and further directing to publish Notice in two news papers namely Indian Express (All India Edition) and Dainik Bhaskar (Hindi) and accordingly notices were published in Indian Express & Dainik Bhaskar on 04/06/2009 but no objections have been filed against scheme of amalgamation of these two companies. Vide order dt.22/05/2009 this Court issued notices to the Official Liquidator and Co.Pet. 12/09 //2// Regional Director (Northern Region) Ministry of Corporate Affairs, PDIL, Bhawan, Sector-1, Noida. In response thereto, the Regional Director filed an affidavit inter-alia deposing therein that as per Scheme of arrangement, all the employees of Transferor Company shall become employees of Transferee Company without any break & interruption in their services upon sanctioning the Scheme of Amalgamation; and also observed that both the companies submitted balance sheet as at 31/03/2008 whereas the appointed date is fixed of 01st April, 2009. It is immaterial for the Scheme of arrangements as there are common share holders in both these companies. Official Liquidator also filed report stating that as per report of Shri NC Jain Chartered Accountant, he has examined the accounts books and other records for three years (2006-07, 2007-08 & 2008-09); and observed that the affairs of the Transferor company have not been conducted in a manner prejudicial to the interest of members & creditors. However, nobody raised any objection for the Scheme of arrangement. This Court has considered submissions made by Counsel for petitioners, Regional Director, Ministry of Corporate Affairs and Co.Pet. 12/09 //3// Official Liquidator and with their assistance, examined the material placed on record. Having examined the Scheme of Arrangement, this Court finds nothing prejudicial to the interest of creditors, members of both the Transferor & Transferee Companies. Consequently, company petition is allowed. This Court do hereby sanction the arrangement set forth in Annexure-A & Schedule appended to the Company petition; and do hereby declare the same to be binding on creditors and equity share holders of both the Transferor & Transferee Companies. The parties to this arrangement or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to the working of the compromise/arrangement. The order in prescribed Form NO.42 be issued separately by the Registrar as per R.84 of Companies (Court) Rules, 1959. The said Companies may file with the Registrar of Companies a certified copy of this order within 14 days. The Official Liquidator shall be entitled to Rs.5,000/- (Rupees Five thousand) each from the Transferor & Transferee Companies towards misc. expenses. (Ajay Rastogi), J. K.Khatri/p3/ 12 Co.Pet2009Fb5-391(1).doc