IN THE HIGH COURT OF UTTARAKHAND AT NAINITAL COMPANY PETITION NO. 1 OF 2008 CONNECTED WITH Company Application No. 01 of 2008 In the matter of the Companies Act, 1956 And In the matter of an application under Section 391 of the Companies Act, 1956 And In the matter of Scheme of Arrangement Between Cheema Papers Limited And Cheema Paper Mills Private Limited. AN APPLICATION UNDER SECTION 391 AND 394 OF THE COMPANIES ACT Cheema Papers Limited, A company registered under the Companies Act, 1956 and having its registered office at 2 Kms. Bazpur Road, Kashipur, District Udham Singh Nagar (Uttarakhand). …… Transferor Company/Petitioner No.1 and Cheema Paper Mills Private Limited, a Company registered under the Companies Act 1956 and having its registered office at 2 Kms, Bazpur Road, Kashipur, District Udham Singh Nagar (Uttarakhand). … Transferee Company/Petitioner No.2 Sri Deepak Diwan, learned counsel for the applicants-petitioners. Date May 23, 2008. Hon’ble B.S.Verma, J. Heard Sri Deepak Diwan, learned counsel for the applicants-petitioners. 2. This is a petition under Sections 391 and 394 of the Companies Act, 1956, seeking sanction to the Scheme of Arrangement between Cheema Papers Limited (Transferor Company) and Cheema Paper Mills Private Limited (Transferee Company). 2 3. The registered offices of both the transferor and the transferee Company are situated at 2 Km. Bazpur Road, Kashipur, District Udham Singh Nagar, Uttarakhand, i.e. within the jurisdiction of this Court. 4. According to the applicants, the transferor company was incorporated on 26.05.1988 and the authorized share capital of the transferor company is Rs. 10,50,00,000/- divided into 1,05,00,000 (one crore five lacs) Equity Shares of Rs. 10/- each. The issued, subscribed, called and paid up capital of the company is Rs. 10,21,06,250/-. 5. The transferee company was incorporated on 6-7- 2004. The authorized share capital of the transferee company is Rs. 5,00,000/-(Rs. Five lacs) divided into 50,000 (fifty thousand) equity shares of Rs. 10/- each. The issued, subscribed, called and paid up capital of the company is Rs.1,00,000/- (Rs. One lac only). 6. The transferor and the transferee company had filed a joint Company Application No. 1 of 2000, which was allowed by the Court by the order dated 21-2-2008, thereby the requirement of conducting meetings of equity shareholders of both the transferor and the transferee companies were dispensed with. However, the Court directed the meeting of creditors of value of Rs. 50,000/- or more of the Cheema Papers Limited, the transferor company be conducted and convened on 29th March 2008 at 2 Km. Bazpur Road, Kashipur, District Udham singh Nagar, Uttarakhand. Mr. Sudhir Kumar Chaudhary, Advocate and Mr. K.P.Upadhyay, Additional Chief Standing Counsel were appointed as the Chairperon and the alternate Chairperson respectively. There were no creditors in the transferee company, hence, the meeting of creditors of the transferee company was dispensed with. 3 7. According to the report of the Chairperson for the meeting of the creditors of value of Rs. 50,000 or more of Cheema Papers Limited, the transferor company, Mr. Sudhir Kumar Chaudhary, the Scheme of Arrangement was approved by 100% of those attending and validly voting. 8. Vide order dated 07-04-2008, citations were directed to be published in “The Times of India” (English Daily Edition) and Amar Ujala (Hindi Daily Edition), in terms of the Company Court Rules 1959. An affidavit has been filed by Mr. N.P.Singh, Chawla, Advocate for the petitioner companies about the publication of the citations in “The Times of India (English Daily) and Amar Ujala (Hindi Daily) on dated 3rd May 2008. The said publications containing the citations have also been produced along with the affidavit. 9. Vide order dated 7-4-2008, notice was issued to the Regional Director, Northern Region, Ministry of Corporate Affairs, Noida. Pursuant to the notice issued, Mr. Dhan Raj, Regional Director (Northern Region) had filed his report through an affidavit dated 13th May 2008. 10. In para no. 3 of the report of the Regional Director, it was stated that all the employees of Paper Division of the transferor company shall become the employees of the transferee company without any break or interruption in their services upon the sanctioning of the said Scheme of Arrangement. The same has also been provided in Clause 14(a) of the Scheme of Arrangement. 11. It was brought to the notice of the Court by the counsel for the petitioners that the figure of the post Demerger Authorised Share Capital of Cheema Papers Limited, the transferor company is wrongly mentioned in para 24(a) of the Scheme of Arrangement due to a typographical error. The post Demerger Authorised Share Capital of Cheema Papers Limited, the transferor company should 4 have been indicated as Rs. 7,32,13,750/- instead of Rs. 7,03,20,000 shown in para 24(a) of the Scheme. The same, in accordance with this order, now stands rectified. 12. There is no other legal impediment in the sanction of the Scheme of Arrangement, which is annexed to the petition. No objection has been received in response to the citations published as aforesaid. Consequently, sanction is hereby granted to the Scheme of Arrangement between the transferor and the transferee companies under Section 391 and 394 of the Companies Act, 1956. 13. Certified copy of this Order be filed with the Registrar of Companies within six weeks from today. 14. The company petition is disposed of in terms of the above order. ( B.S.Verma, J. ) RCP 5