R.P. Nagrath, Member - (1.) This is the second motion petition for sanction of 'Scheme' of Amalgamation (Annexure P-1) between the Transferor and Transferee Companies, together referred to as 'Petitioner Companies', under Sections 391 to 394 of the Companies Act, 1956 (for brevity, the 'Act'). This petition was received by transfer from Hon'ble Punjab and Haryana High Court in terms of Rule 3 of Companies (Transfer of Pending Proceedings) Rules, 2016. Therefore, now the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 would be applicable. The 'Scheme' is to the effect that the Transferor Company shall stand amalgamated into the Transferee Company and the former shall stand dissolved without winding up w.e.f. the 'Appointed Date'.
(2.) Transferor Company was incorporated on the 21st day of April, 2007 under the provisions of the Companies Act, 1956 as a private limited company in the name and style of Ravindra Steel Private Limited with Certificate of Incorporation No. U27310AP2007PTC053714 by the Registrar of Companies, Andhra Pradesh, Hyderabad. Subsequently, vide resolution of the shareholders of the company passed in its general meeting and the approval of the Central Government having been accorded thereto vide order dated 28 April, 2010, the Registered Office of the Transferor Company was changed from the State of Andhra Pradesh to Haryana and consequently a fresh Certificate of Incorporation was issued by the Registrar of Companies, NCT of Delhi and Haryana on 21 July, 2010. Subsequently, the shareholders of this company passed resolution in its general meeting and the approval of the Central Government having been accorded thereto, the name of Transferor Company was changed to its present name i.e. Jindal Agrocorp Private Limited and a fresh certificate of incorporation was issued by the Registrar of Companies, NCT of Delhi and Haryana dated 13 February, 2012 (Annexure P-2).
(3.) The Board of Directors of the Petitioner Companies have approved the 'Scheme' in their respective meetings held on 10.11.2015, vide resolutions annexed as Annexure P-6 (colly).;