HIGH COURT OF CHHATTISGARH AT BILASPU R Ordinarx Original Civil Jurisdiciion Company Pefifion No. 1 of 2007 In The mah‘er's of (ownanies Ac’r, 1956 (1 of 1956) AND In ’rhe ma‘Her of Sec’rions 391 To 394 of ’rhe Companies ACT, 1956 AND In The mah‘er‘ of Scheme of Amalgama’rion of Chhaffisgar'h Elecfricify company Limi’red and Raipur' Gases Private Limi’red wifh Raipur Alloys & $feel Limi’red . AND ’ 24.02.2009 Mr. RR. Sinha, Advocafe for fhe pe’rifioner. Mr. Ajay Barik, Advocafe appears on behalf of Mr, S.K. Beriwal, Sfanding Counsel for fhe respondent N» Heard. Chha’r’risgarh Elec’rricify Company Limifed (A company incorpora‘red under Companies Acf, 1956, having i’rs regis’rer'ed office of Indusfrial Gr'ow’rh. Cen'rr'e, Sil‘rar'a, Raipur‘ (CG) . 493111 represenfed ifs Direcfor Mr,Kamal Kishore Sarda) , 1“ Pe’rifioner/ 1“ Transferor‘ Company Raipur Gases Priva’re Limi‘i‘ed, A company incorporated under Companies Acf, 1956, having ifs regisfered office af P-48 Indusfrial Area, Near Urkura Railway Sfafion Silfar'a, Raipur (CG) 493221 represen‘red ifs DirecTor Mr. Gopal Kishore Chhanghani. ‘ > 2” Pefifioner/ 2“ Transferor Company Raipur Alloys and Sfeel Limifed Plof No.889 Indusfrial Area, Raipur ' 3rd - Pefifioner/ Transferee Company Vs Union of India, Through fhe Respondenf Regisfrar Companies Acf, Mumbai (Wes’r) The Cour-1‘ hereby orders The following on The pe‘ri‘rion. FORM NO.42 [Rule 84 of Companies (Cour?) Rules, 1959] ORDER UNDER SECTION 394 Upon The above pe’rifion and appIicaTion dafed 14.8.2007 (presented on 17.9.2007) coming on for hearing on 24.2.2009, upon perusal of The order da’red 11.5.2007, passed in Company Pefifion No.2/07 & 3/07 connecfed wifh fhe original Company Pefifion No.1/07 by This CourT, in compliance whereof separaTe 4 applicaTion for dissoluTion of TheTransferor company i.e. i ChhaTTisga'rh EIecTriciTy Company LTd., has been filed, and i reporT of The Official LiquidaTor daTed 4.1.2008 submiTTed in disposed of Company PeTiTion No.2/07 wherein iT has been reporfed ThaT on The basis of informaTion submiTTed by The Transferor company (M/s ChhaTTisgarh/, EIecTriciTy Company LimiTed) is of The view ThaT The affairs of The said company do noT appear To have been conducTed in a manner prejudicial To The inTeresT of iTs members, crediTors or To public inTeresT as per The second proviso of SecTion 394 (1) of The Companies‘AcT, 1956, and upon hearing The maTTer fully; THI$ COURT DOTH ORDER; 1. ThaT, all The properTy, righTs and power of The Transferor companies i.e. ChhaTTisgarh EIecTriciTy Company LimiTed 6i Raipur Gases PrivaTe LimiTed, specified in The firsT, second and Third parTs of The Schedule hereTo and all The oTher properTies, righTs and powers of The Transferor companies be Transferred as on The effecTive daTe of Scheme wiThouT furTher acT or deed To The Transferee company- Raipur Alloys (Si STeel LTd. and accordingly The same shall pursuanf To sec’Tion 394 (2) of The Companies ACT, 1956 be Transferred To and vesT in The Transferee company for all The‘ esTaTe / W@ and inferesf of The Transferor companies fher‘ein bu1' subjecf To never‘rheless 1’0 all charges now affec’ring, in Terms of The order of This Cour'T daTed 1/1.5.2007. ThaT oll The liabiliTies and duTies of The above named Transferor companies be Transferred wiThouT furTher acT or deed To The above named Transferee company and accordingly The same shall purSuanT To secTion 394 (2) of The Companies AcT, 1956 be Transferred To and become The liabiliTies and duTies of The Transferee company in Terms of The order of This CourT 'daTed 11.5.2007: and 3. ThaT all proceedings now pending by or againsT Th Transferor companies be conTinued by or againsT The Transferee companies, in Terms of The order of This CourT daTed 11.5.2007; and 4. ThaT, The\Transferee company do wiThouT furTher applicaTion alloT To The shareholders of The Transferor companies as required by Clause—i0 of The compromise or arrangemenT herein The shares in Transferee company To which They are enTiTIed under The said compromise or arrangemenT, if The same is noT already done in Terms of The order of This CourT daTed 11.5.2007; and ThaT, The Transferor companies do wiThin 3O days afTer The daTe of This order cause a cerTified copy of This order To be delivered To The RegisTrar of Companies for regisTraTion and on such cerTified copy of This order being so delivered The Transferor company shall be dissolved wiThouT winding up and The RegisTrar pf Companies shall Transfer and place all The documenTs relaTing To The Transferor companies and regisTered wiTh him To The RegisTrar of Companies having jurisdicTion over The Transferee company for him To f, “""/’r\r. " ‘\ e r To #he transferee company and 'rhe files reIaTing To The Transferor companies shall be consolida’red accordingly; and 6. Tha’r, any per-son im‘er‘es’red shall be a'r liberfy To apply To The CourT in The above maTTer for any direcTions ThaT may be necessary. SCHEDULE PART-1 Freehold properTy of The Transferor company, ChhaTTisgar-h ElecTriciTy Company LimiTed LAND: 14 FLAT: AT Ahmedabad aT Mouje Memnagar, Taluka CiTy in The regisTraTion disTricT Ahmedabad and sub-disTricf-3 (Memnagar Division) bearing FlaT No.A-208 on second floor admeasuring 106 sq. yards, in Sakansh AparTmenT (Suyesh / 31,241 HecTares of land aT Amaseoni having PaTwari Halka No.110 4,146 HecTares of Iand aT Baronda having PaTwari Halka No.96 1,789 HecTares of land aT MureThi having PaTwari Halka No.90 1,859 HecTares of Iand aT Sankra having PaTwari Halka No.98 0.142 HecTares of land aT SiITara having PaTwari Halka No.90 16.821 HecTares of land aT Tada having PaTwari Halka No.93 54.304 HecTares of land aT Mandhar having PaTwari Halka No.97 L Members Associa’rion) cons‘rrucfed on sub-plof No.1 fo 1 par? of final plof No.188 & 257 of T.P.S. No.1. PLOT; No.C66—69 a? VIP Colony, Raipur. PART—II r'o er? of 'rhe fransferor Chhaffisgarh Elecfricify Company Limifed. Leasehold Com an PART-III Equify Shares and securities held by fhe fransferor company, Chha‘r‘risgarh Electricify Company Limi‘red. Lis‘red Shares: 81,358,241 Hecfares of land of village Mandhar Tehsil Dharsiva, Disfricf Raipur having Pafwari Halka No.97. The Iand is faken on lease from CSIDC Lfd. 14,979 Hectares of land a’r Indusfrial Grow’rh Cenfre, SiHara Raipur. Name No. of Shares Abhishek Mills L’rd. 32813 Can Fin Homes Lfd. 998508 Dena Bank Lfd. 281406 Essar Sfeels Lfd. (Equi'ry) 217075 Essar- Sfeels Lfd. (Pref) 8000 Garden Silks L‘rd. 15004 GIC Housing L’rd. 10000 GIPCL 152440 Hindalco Lfd. 22185 IDBI L’rd. 107500 Indian Charge Chrome Lfd. 118150 Indian Hume Pipe Co. Lfd. UTI Bank LTd. (N.C.D.) r Rs. 50.00 Crores O/s Rs. 34.38 Crores IDFC Rs. 50.00 Crores O/s Rs. 22.20 Crores IDBI Bank Rs. 12.00 Crores O/s Rs. 12.00 Crores S’ra’re Bank of India Rs. 60.00 Crores O/s Rs. 40.00 Crores UCO Bank and Bank of Baroda (W.C. Facilifies) Rs.85.30 Crores Chha‘rfisgar'h Bricks Pv’r. L’rd. 4000 Chha‘Hisgarh Hydro Power Pv’r. Lfd. 39640 Madanpur South Coal Co. Lfd. 95510 Parva’riya Power Pv’r. L’rd. 612500 Raipur Infrastruciure Lid. 43700 ITC L‘rd. 2500 Kanoria Chemicals L‘rd. 12400 Orien’r Press LTd. 500 Pix Transmission Lfd. 23872 Sunflag Iron & Sfeel L’rd. 6000 PART-II ¢ Leasehold proper‘ry of the 2"“ fransferor company, M/s Raipur Gases Private Limi'red. Plo‘r No.48 a’r Ur‘kur'a Indus’rr‘ial Area, Raipur admeasur‘ing 1,30,680 Sq. ff. (3 acres) ’raken on lease from CSIDC Lfd. PART—III Equi‘ry Shares and securities held by the 2"“ iransferor company, M/s Raipur Gases Private Limited. Nil. No Debentures have been issued and no charges have been created on the assets of the 2nd transferor m company- M/s Raipur Gases Pvt. Ltd. SCHEDULE Scheme of Amalgamation as sanctioned by the Cou’rt Annexure P-7 of the petition as attached. The scheme of amalgamation annexed shall form part of this order. Company petition is accordingly disposed of. _ ' " l ,/ ‘\ sdl_ .re“dra Mishra Dh‘ Judge