- (1.) INSTANT company petition has been filed U/s 391 & 394 of companies Act, 1956 ("Co. Act:) seeking sanction of Scheme of Amalgamation of Om Kothari Enterprises Limited, petitioner Transferor Company No. 1; Nextmile Tradecom Private Limited, petitioner Transferor Company No. 2 and Jupiter Metal Private Limited, petitioner Transferee Company.
(2.) TRANSFEROR and Transferee Cos. Jointly filed co. application no. 4/2010 seeking directions for holding/dispensing with meetings of share holders and creditors of the petitioners company to consider and approve with or without modification of the Scheme of Amalgamation. However, vide order dated 26.2.2010, this Court while dispensing with holding of meetings of secured creditors of Transferee Co., directed to hold separate meetings of the share holders and unsecured creditors of the Transferor Co., on 6.4.2010 for the purposes of considering and if thought fit, approving with or without modification, the arrangement proposed to be made between Transferor and Transferee Companies. In compliance of the order dated 26.2.2010, notices to convene meetings were published in the Daily Newspaper Rajasthan Patrika (Jaipur Edition) and Financial Express (N. Delhi Edition) on 13/14th March, 2010 and reports of the Chairperson who presided the meeting of share holders and unsecured creditors Transferor and Transferee Companies in its meeting convened on 6.10.2010 about the result whereof, has been filed, from which it appears that proposed Scheme of amalgamation has been approved unanimously without any modification. Vide order dated 22.4.2010, this Court issued notice to the Regional Director (Northern Region) Ministry of Corporate Affairs, North West Region, Ahmedabad and also directed to publish such notice in newspaper 'Rajasthan Patrika' Jaipur Edition and Financial Express, (Delhi Edn). In response thereto, the official liquidator vide its letter dated 19.8.2011 pointed out certain discrepancy with regard to shares proposed to be issued to the share holders of M/s Nextmile Tradecom Private Limited, petitioner transferor company no. 2. The Board of Directors of the Transferor and Transferee Companies in their respective Board meetings held on 21.11.2011, 17.11.2011 and 23.11.2011 considered the discrepancy pointed by the official liquidator and unanimously passed resolution to rectify the same by amending the clause No. 5.11 (a) of the Scheme of Amalgamation and amended scheme of amalgamation was placed on record. Above resolutions of the company were annexed as Annexure-B, C, D respectively to the application and amended scheme of amalgamation was annexed as Annexure-E to the application and the amended scheme was permitted to be taken on record vide order dated 10.5.2012. It has also come on record that after Clause 5.11 (a) of the Scheme of Amalgamation being amended and the amended scheme came on record, the official liquidator and similarly Regional Director have filed their respective affidavits showing certain objections in Scheme of Amalgamation. It will be relevant to record that as per Clause 6.2 of the Amalgamation authorizes Board of Directors of the Company to make or assent to any extension, modification or amendment of the scheme and in view thereon the amendment which was made in Clause 5.11 (a) of the Scheme of Amalgamation in reference to the discrepancy being pointed out by official liquidator by its letter dated 19.8.2011 was duly incorporated pursuant to the resolution of the Board of Directors of the Transferor/Tranferee of the Companies in exercise of their power vested under Clause 6.2 of the Scheme of the Company.
(3.) AFTER taking note of the submissions made by the counsel for the petitioner, Regional Director (Northern Region) Ministry of Corporate Affairs and official liquidator and with assistance examined the material placed on record, this Court find nothing prejudicial to the interest of creditors, members of Transferor/Transferee Cos. and further would like to observe that the petitioner company will maintain their books of accounts as per Accounting Standard-14 notified by Central Government U/s 211 (3A) of Co. Act. Consequently, the company petition is allowed. This Court do hereby sanction the amended Scheme of Amalgamation appended to misc. application no. 3654 dt. 8.2.2012 in this petition and do hereby declare the same to be binding on creditors and share holders of the Transferor and Transferee Cos. The parties to this arrangement or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to the working of the Scheme of Amalgamation. The order in prescribed Form No. 42 be issued separately by the Registrar as per R. 84 of Companies (Court) Rules, 1959. ;