H!GH COURT OF CHHATHSGARH AT BILASPUR COMPANY PETITION N023 of 2010 lN 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 AMALGAMATION BETWEEN RIB‘ AGROTECH PRIVATE LIMITED Applicant No.1/ Transferor Company WITH HARIOM RICE MILL : PRIVATE LIMITED Transferee Applicant Company NQ.2/ AND COMPANY PETITION NO.1 of 2011 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 AMALGAMATION BETWEEN RB. AGROTECH PRIVATE LIMITED Petitioner Company/ Transfercr Company WITH PRIVATE HARIOM LIMITED RICE MILL : Transferee Company PETITION TO SANCTION COMPROMISE OR ARRANGEMENT SB: Hon‘ble Shri Satish K. Agnihotri, J, Present: Shri SK. Tiwari, standing counsel for the Union of India. Shri Amrito Das. Advocate for the Official Liquidator. Shri Ankit Singhal, Advocate for the petitioner. ORDER IORAL) (Passed on 13‘ day of July, 201 1) These are the petitlons 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 RB. Agrotech Private Limited (the Transferor Company) a company incorporated under the Companies Act‘ 1956. having its registered office at Post Darrighat, Masturi Road, Bitaspur Chhattisgarh with Hariom Rice Mill Private Limited (the traneferee company), a company incorporated under the provisions of the Act, 1956, having its registered office at Post Darrighat, Masturi Road‘ Bilaspur, Chhattisgarh. The scheme of amalgamation which is sought under these petitions, is annexed to Company Petition No. 23 of 2010‘ Upon hearing the parties, this Court/by order dated 22-10~2010, dispensed with the meeting of equity share holders as well as unsecured creditors of RBI Agrotech Private Limited (Transferor Company) and Hariom Rice Mili Private Limited (Transferee Company). However, this Court directed for meeting of secured creditors of RB. Agrotech Private Limited (Transferor Company) and Hariom Rice Mill Private Limited (Transferee Company), which was convened on 20-1 1—2010 for consideration and approval with or without modification, the scheme of amaigamation of RB. Agrotech Private Limited' (Transferor Company) and Hariom Rice Mill Private Limited (Transferee Company), The meeting of secured creditors was directed to be convened on 20-11-2010, Notice of the said meeting was published in Hitawada (in English) and Dainik Bhaskar (in Hindi) widely circulated in Bilaspur. The Chairman submitted his report along with newspaper clippings. By order dated 3-2-2011, the Official Liquidator, Ministry of Corporate Affairs, 15‘ Floor, Old CIA. Building, Opp. GOP, Comps Residency Area, lndore and the Central Government, Ministry ofv Corporate Affairs, through Regional Director, Western Region, Everest, 5’“ Floor, 100, Marine Drive, Mumbai 400 002, are directed to examine the proposed scheme of amalgamation with the help of concerned companies and submit a report within a period of four weeks. In pursuance thereof, the Official Liquidator has filed its report dated 29—6—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 Date’ be substituted by word ‘Transferer Date‘, as it is provided in the scheme on 1-4-2010 Recommendation to the above extent is accepted Thus, itis held that there is no objection for confirmation of the petition, lt 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. 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. ln view of foregoing, the scheme of amalgamation with the above stated-modifib%tion is confirmed The petitions are aHowed. The scheme of amaigamation shall come into effect after filing of the certified copy of the order with the Registrar of Companies, within 14 daysvfrom‘ the date of receipt of a copy of this order‘ 10. The scheme of arrangement/ama|gamation annexed with company petition N023 of 2010, shall form a part of this order. 11. The transferee company shalt pay a sum of Rs.15,000/— as fee fixed for the official iiquidator and in addition‘ counsel‘s fee to be determined at Rs‘15,000/-. The office to take necessary steps for issuance of formal procedure within a period of two weeks. Gowri Sd/- Satish K. Agnihotri I Judge