HIGH COURT OF CHHATTISGARH AT BILASPU R COMPANY PETITION N0.11 of2010 IN THE MATTER OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF SECTION 391 TO 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN HIRA INDUSTRIES LIMITED R.R. ISPAT LIMITED GODAWARI POWER & ISPAT LIMITED 1 Transferor Company/ Applicant Company AND 2ND Transferor Company/ Applicant Company WITH Transferee Company/Applicant Company AND Their Respective Shareholders ^L) ^^ AND COMPANY PETITION N0.21 of 2010 IN THE MATTER OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF SECTION 391 TO 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN HIRA INDUSTRIES LIMITED R.R. ISPATLIMITED GODAWARI POWER & ISPAT LIMITED 1ST Transferor Company/ Applicant Company AND 2ND Transferor Company/ Applicant Company WITH Transferee Company/Applicant Company AND Their Respective Shareholders ^^%^, C£> l^.Y.. PETITION TO SANCTION ARRANGEMENT EMBODIED IN THE SCHEME OF ARRANGEMENT SB: Hon'ble Shri Satish K. Aanihptri, J. Present: Shri K.R. Nair & Shri Ravi Ranjan Sinha, Advocates for the petitioners. Ms. Fouzia Mirza, Assistant Solicitor General for the Union of India. Shri Amrito Das, Advocate for the Officiat Liquidator. ORDER (ORAL) (Passed on 09th day of March, 2011) 1. These are the petitions under section 391 read with section 394 of the Companies Act, 1956 (for short 'the Act, 1956') seeking sanction for the scheme of amalgamation between M/s Hira Industries Limited & M/s R.R. Ispat Limited (the transferor company/applicant company), a company incorporated under the Companies Act, 1956, having its registered office at 572, Urla Industrial Area, District Raipur, Chhattisgarh, the transferor company with M/s Godwari Power & Ispat Limited, a company incorporated under the provisions of the Act, 1956, having its registered office at Plot No.428/2, Phase I, Industrial Area, Siltara - 493 111, District Raipur, Chhattisgarh, the transferee company. 2. The scheme of amalgamation, which is sought under these petitions is annexed as Annexure 'A' to Company Petition No. 21/2010. 3. Upon hearing the parties, this Court directed for meeting of equity share holders of M/s Hira industries Limited (1st Transferor company) & M/s R.R. Ispat Limited (2nd Transferor Company) and M/s Godawari Power and Ispat Limited (the transferee company), which was convened on 3-8-2010 for consideration and approval with or without modification, the scheme of amalgamation of M/s Godawari Power & Ispat Limited (transferee company) and M/s Hira Industries Limited ^^^^ ^., \^-sy- '^ Y.^ (1st Transferor Company) & M/s R.R. Ispat Limited (2nd Transferor Company. The meeting of unsecured and secured creditors was directed to be convened on 3-8-2010. Notice of the said meeting was published in Free Press Journal (in English) and Dainik Bhaskar (in Hindi), widely circulated in Chhattisgarh. The Chairman submitted his reports (Exhibits 'A', "B' & 'C' to his affidavit dated 9-8-2010) along with a list of secured and unsecured creditors and share holders of the transferor and transferee company, who attended the meeting. The report also stated that all the meetings approved the scheme by majority without modifications, on 9-8-2010. This Court, by order dated 7-9-2010 issued notice to the Central Government, Ministry of Corporate Affairs, through Regional Director, Western Region, Everest, 5th Floor, 100, Marine Drive, Mumbai 400 002 and the Registrar of Companies, Madhya Pradesh & Chhattisgarh, 3rd Floor, A Block, Sanjay Complex, Jayendra Ganj, Gwalior, and ordered to publish notice of hearing of the company petition. It was directed to publish notice of hearing in Free Press Journal (in English) and Dainik Bhaskar (in Hindi), widely circulated in Chhattisgarh. Accordingly, notice was published in the aforesaid two newspapers. In pursuance thereof, the Official Liquidator has filed its report dated 7-1-2011 and reiterated that the affairs of the transferor company have not been conducted in a manner prejudicial to the interest of its members, creditors or to public interest as per the second proviso to section 394 (1) of the Companies Act, 1956. However, it was recommended that the word of 'Effective Day' be substituted by word 'Appointed Day', as it is ^•M 1.'-.-.- ^.. ^. Gowri provided in the scheme on 1-4-2010. Recommendation to the above extent is accepted 7. Thus, it is held that there is no objection for confirmation of the petition. 8. It was submitted by counsel for the petitioner that the accounting standards as stipulated in the Act, 1956 shall be followed. There is no other objection. 9. The rights and obligations of convertible debentures and warrants holders in the transferor company, should become the rights and obligations of the holders in the transferee company including the obligation to make a public announcement for making a public offer to the share holders of the transferee • company. 10. In view of foregoing, the scheme of amalgamation with the above stated-modification is confirmed. The petitions are allowed. The scheme of amalgamation shall come into effect after filing of the certified copy of the order with the Registrar of Companies, within 14 days from the date of receipt of a copy of this order. 11. The scheme of arrangemenfamalgamation annexed as Annexure 'A' with company petition No.21/2010, shall form a part of this order. 12. The transferee company shall pay a sum of ? 15,000/- as fee fixed forthe official liquidator and in addition, counsel's fee to be determined at? 10,000/-. 13. The office to take necessary steps for issuance of formal procedure within a period oftwo weeks. Sd/- Satish K. Agnihotri Judge