IN THE HIGH COURT OF HIMACHAL PRADESH SHIMLA Company Petition No.11 of 2007. Date of decision:8.1.2008 Himachal Consultancy Organization Ltd. ….Transferee Company With Hardicon Ltd. …Transferor Company. Coram The Hon’ble Mr.Justice Dev Darshan Sud, J. Whether approved for reporting?1 For the Petitioner: Mr.Chander Shekhar Sharma, Advocate. For the Official Liquidator: Mr.Sanjeev Kuthiala, Advocate. For the Union of India: Mr.Sandeep Sharma, Assistant Solicitor General of India. Dev Darshan Sud, J. (Oral). This petition has been filed under Sections 391, 392, 393 and 394 of the Companies Act, 1956, praying for amalgamation of the transferor-Company, Hardicon Ltd., having its Registered Office at 460, Sector-14, Sonipat, Haryana-131001 with Himachal Consultancy Organization Limited having its Registered Office at New Bridge View Estate, The Mall, Shimla-171 001. Company Petition No.4 of 2007 was filed by the applicant prior to the institution of the present petition. By its order dated 26.6.2007, this Court held: 1 Whether reports of Local Papers may be allowed to see the judgment? 2 “This petition has been moved by the Himachal Pradesh Consultancy Organizatin Ltd. under Section 391(1) of the Companies Act, 1956 read with rules 67 and 9 of the Companies (Court) rules, 1959 with the prayer for amalgamation with Hardicon Ltd. The applicant-Transferee Company has submitted that it was incorporated under the Companies Act, 1956 on 10.2.1977. The Transferor Company Hardicon Ltd. was incorporated on 11th June, 1985 under the name of Haryana Industrial Consultant Ltd. and lateron its name was changed to Haryana Delhi Industrial Consultants Ltd. on 13th September, 1988 and subsequently to Hardicon Ltd. on 16.12.2003, which changes have been duly incorporated in the record of the Registrar of the Companies. The applicant avers that it has authorized share capital of 20,00,000/- (rupees twenty lacs only) divided into 2000 equity shares of Rs.1000/- each and issued, subscribed and paid-up share capital of Rs.15,00,000/- (rupees fifteen lacs only) divided into 1500 equity shares of Rs.1000/- each fully paid-up. The capital structure of the Transferor Company has also been given in the petition. It is submitted that the applicant-Transferee Company is carrying on business in accordance with 3 the object clause of its Memorandum of Association inter alia:- (A) To identify industrial potential through surveys or otherwise. (B) To prepare project profiles, feasibility reports and pre- investment studies in respect of specific industries. (C) To identify potential entrepreneurs for implementation of projects and provide technical and administrative assistance to them for promotion and management of industries. (D) To undertake techno-economic appraisal of projects on behalf of any person. (E) To undertake market research and surveys for specific products. (F) To act generally as an industrial, management and financial consultant. (G) To undertake project supervision, and, where necessary render technical and administrative assistance for improving the working of industrial concerns. (H) Top undertake any type of research and service in order to promote the objectives of the company for 4 evaluating or dealing with marketing or investments and to undertake and carry on techno- economic or other studies or surveys in connection with the development of industry. The application avers that the scheme of amalgamation is in the interest of both the companies. A prayer has been made that a meeting of the share holders be convened for the purpose of approving the scheme. Learned counsel appearing for the petitioner has placed on record an order of the High court of Punjab and Haryana in company Petition No.30 of 2007 dated 19.4.2007 wherein the Transferor Company had approached the High court with a prayer for covening a meeting of its share holders to approve the same scheme which is the subject matter of this petition. That application was allowed by the Court on 19th April, 2007. I have heard learned counsel for the applicant and gone through the record. In view of the facts stated in the application as also the order passed by the High court of Punjab and Haryana it is ordered that:- (a) Meeting of the share holders of the Transferee Company is directed to be convened for the purpose of considering and if thought 5 appropriate for approving with or without modification the proposed scheme of amalgamation filed as Annexure-H with the petition. (b) Notice of convening the meeting to be held in Hotel Holiday Home, Shimla on Ist September, 2007 at 11 A.M. shall be published in two daily news papers having wide circulation in Himachal Pradesh, namely “The Daily Tribune” and “Dainik Bhaskar” as well as in the Official Gazette of the State of Himachal Pradesh. It shall be stated clearly in the notice that a copy of the proposed scheme of amalgamation is to be placed before the share holder will be available at the Registered Office of the Transferee Company which is: New Bridge View Estate, The Mall Shimla, 171 011. (c) Notices to the share holders will also be sent by registered and UPC Post. A clear notice of 21 days convening the meeting will be given. The list of share holders is at page 271 of the petition. (d) For conducting this meeting Shri Sandeep Sharma, Advocate is appointed as Chairperson and Shri Sandeep Kaushik, Advocate is appointed as Co-Chairperson. The fee payable to the Chairperson is 6 assessed at Rs.30,000/- and for Co-Chairperson at Rs.25,000/-. The Chairperson and alternative Co-Chairperson shall file the report of the meeting after 7 days of the holding of the meeting and the report will be duly verified by their affidavits. Actual secretarial expenses, if any, incurred by them shall be paid by the Transferor Company. The Registry is directed to supply the copies of this order to the Chairperson and alternative Co- chairperson, appointed by this Court along with the list of shareholders. The liberty is granted to file a petition in accordance with Section 394 of the Act read with Rule 79 of the Companies Act (Court) Rules, 1959. List immediately after compliance.” Pursuant to the order issued, the Chairperson of the meeting has filed his affidavit stating that the Scheme has been duly approved by 14 shareholders of the HIMCON Ltd., present in person or through their authorized representative, constituting 96% of the total equity shares of the petitioner-Company. The motion for amalgamation was adopted unanimously. 7 In these circumstances and having regard to the averments made in the petition duly supported by the affidavit of the authorized signatory and the material placed on the record as also the fact that no objection has been filed by the shareholders or by the Official Liquidator and the Regional Director, Northern Region, Ministry of Corporate Affairs, I do not find any legal impediment in the way of sanctioning the Scheme filed by the Company. The Official Liquidator and the Regional Director have also not brought to my notice any objection or factor which indicates or shows that the scheme is in any way prejudicial to the shareholders, creditors or the General Public etc. The amalgamation proposed is also not against the financial interest of the Transferor and the Transferee Company. Accordingly, the Scheme of amalgamation is hereby sanctioned in its entirety under Sections 391 to 394 of the Companies Act, 1956 as far as the transferor Company is concerned. This order will be subject to any order which would be passed by the Company Court dealing with the application filed by the transferee Company. In case such Company Court also allows the application then consequent to the amalgamation which will deem to have taken effect from the appointed date as mentioned in the Scheme of amalgamation, the transferor Company having amalgamated with the transferee Company shall stand dissolved without the process of winding up. 8 With these directions the petition is disposed of. It is directed that the expenses incurred to the extent of Rs.10,000/- as fee of the Chartered Accountant, Rs.11,000/- counsel fee and other miscellaneous expenses amounting to Rs.5,000/- shall be paid by the applicant. January 8, 2008. (Dev Darshan Sud) (aks) Judge.