Research › Search › Judgment

Rajasthan High Court · body

2008 DIGILAW 2205 (RAJ)

In re : Shubh Shree Seeds(P. ) Ltd v. .

2008-09-19

SHIV KUMAR SHARMA

body2008
JUDGMENT 1. - Shubh Shree Seeds Private Limited (Transferor Company) filed Company Petition No. 5 of 2008 and Energy Seed International Private Limited (Transferee Company) filed Company Petition No. 6 of 2008 under Sections 391 to 394 of the Companies Act, praying therein for passing of Amalgamation of the petitioner transferor company with petitioner Transferee Company. 2. M/s. Subh Shree Seeds (P.) Ltd. was originally incorporated on 28-4-1999 by Registrar of Companies, Jaipur with the name "Subh Shree Seeds Private Limited with the number 17-015565 of 1999-2000 (CIN No. 401122 RJ 19999 PTC 015565). Later on consequent upon change in the name of the Company to the present name Shubh Shree Seeds Private Limited with fresh certificate incorporation on 18-10-2000. The registered office of the petitioner company is situated at 306, Shekhawati Complex, Station Road, Jaipur. The equity authorised share capital of the Transferor Company on 1-4-2007 was Rs. 1 crore divided into 1 lakh equity shares of Rs. 100 each. Issued, subscribed and paid up share capital as on April 1, 2007 was 90,000 equity shares of Rs. 100 each (Total Rs. 90 lakhs). 3. M/s. Energy Seed International Private Limited (Transferee Company) was incorporated under the Companies Act, 1956 on 13-4-2005 having its registered office at 309, Shekhawati Complex, Station Road, Jaipur. The authorised share capital of the petitioner transferee company as on 1-4-2007 was 1,50,000 equity shares of Rs. 100 each (total Rs. 150 lakhs). Issued, subscribed and paid up shares capital 1,21,410 equity shares of Rs. 100 each (Total 121.41 lakhs). The petitioner company had paid up share capital of Rs. 49.41 lakhs and share application money of Rs. 72 lakhs and the allotment of the shares with respect to the application money to Rs. 72 lakhs was made after 31-3-2007. 4. The Board of Directors of the petitioner Transferor Company in its meeting dated 15-12-2007 approved the scheme of amalgamation. The Board of Directors of Transferee company has also in its meeting held on 15-12-2007 approved the scheme of amalgamation. The transferor company filed company application No. 2 of 2008 before this Court. The transferor company in pursuance to the order of this Court dated 11-1-2008, held meetings of the secured creditors and unsecured creditors on 23-2-2008. In the meeting of secured creditors, none of the secured creditor was present. The transferor company filed company application No. 2 of 2008 before this Court. The transferor company in pursuance to the order of this Court dated 11-1-2008, held meetings of the secured creditors and unsecured creditors on 23-2-2008. In the meeting of secured creditors, none of the secured creditor was present. In the meeting of the unsecured creditors it was unanimously approved carrying into effect the Scheme of Amalgamation. The transferee company filed company application No. 1/2008 and in pursuance to the order of this Court dated 11-1-2008, the meeting of the secured creditors was held on 23-2-2008 and only one secured creditor, i.e., HDFC Bank holding the value of Rs. 83,46,963.74 was present and approved the scheme as proposed. In the meeting of the unsecured creditors all unsecured creditors unanimously approved carrying into effect the scheme of amalgamation, in these circumstances the transferor company and transferee company submitted that the scheme is bound to be in the interest and benefit of the shareholders, secured and unsecured creditors of the petitioner transferor company and petitioner transferee company. 5. This Court vide order dated 9-5-2008 issued notice of these petitions to the Registrar of Companies, Regional Director and Official Liquidator. Vide order dated 8-8-2008 this Court directed for publication of notice of this petition in daily News Papers Statesman (English) New Delhi Edition and Rajasthan Patrika (Hindi) Jaipur Edition. Notices of these petitions were published in the News Papers dated 15-8-2008 and the same have been placed for my perusal. 6. In response to the notice, the Regional Director filed his affidavit and it was submitted that as per clause 8.1 of the Scheme of Amalgamation all the employees of the Transferor Company shall become the employees of Transferee Company without any break and interruption in their services upon sanctioning of the scheme of amalgamation by this Court. The petitioner company may be asked to furnish an undertaking that they shall comply with the accounting treatment as prescribed under Accounting Standard 14, i.e., Accounting for Amalgamation issued by the institute of Chartered Accountants of India. The petitioner company may be asked to furnish an undertaking that they shall comply with the accounting treatment as prescribed under Accounting Standard 14, i.e., Accounting for Amalgamation issued by the institute of Chartered Accountants of India. The Official Liquidator also filed report stating that as per the report of Shri N.C. Jain, Chartered Accountant, affairs of the Transferor Company have not been conducted in a manner prejudicial to interest of the members and creditors and he has no objection if upon sanctioning of the scheme of merger, the Transferor Company is ordered to be dissolved within the meaning of Section 394(1)(iv) of the Companies Act. Nobody raised any objection in pursuance to the publication of the notice of these petitions in the newspapers. 7. I have heard the learned Counsel and the Official Liquidator and scanned the material on record. Official Liquidator's conclusion in the report, is that the affairs of the Transferor Company have not been conducted in a manner prejudicial to the interest of the members and creditors. I have also examined the scheme of amalgamation and found nothing prejudicial to the interest of the Transferor Company and Transferee Company. The Regional Director has also no objection if the transferor company is amalgamated with the transferee company. 8. These company petitions are accordingly allowed. The scheme of amalgamation filed with the company petitions is approved as per the prayer clauses. The Official Liquidator shall be entitled to Rs. 2,500 each from the Transferee Company and the Transferor Company. *******