Ram Ply Board Industries Pvt. Ltd

ORDER %

14.11.2011 This second motion joint petition has been filed under Sections 391(2) & 394 of the Companies Act, 1956 (for short 'Act') seeking sanction of the Scheme of Amalgamation (for short 'Scheme') of Ram Ply Board Industries Private Limited ('Transferor Company No. 1') and Sidhbhoomi Alloys Limited ('Transferor Company No. 2') with AAA Paper Marketing Limited ('Transferee Company'). The registered offices of the Petitioner Companies are situated at New Delhi, within the jurisdiction of this Court. Details with regard to the date of incorporation of Transferor and Certify that the digital file and physical file have been compared and the digital data is as per the physical file and no page is missing. Transferee Companies, their authorized, issued, subscribed and paid up capital have been given in the Petition. Copies of the Memorandum and Articles of Association as well as thb latest audited Annual Accounts for the year ended 31St March, 2010 of the Petitioner Companies have also been enclosed with the Petition. Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies approving the Scheme have also been placed on record. It has been submitted that no proceeding under Sections 235 to 251 of the Act is pending against the Petitioner Companies. So far as the share exchange ratio for amalgamation is concerned, the Scheme provides that, upon this Scheme finally coming into effect, the Transferee Company shall issue shares in the following manner: "I) For every 3 (three) Equity Shares of Transferee Company of Rs.10/- each for every 10 (Ten) Equity Shares of Rs.10/- each of Transferor Company No. 1 credited as fully paid up; and

ii) For every 1 (one) Equity Shares of Transferee Company of Rs.101-for every 1 (one) Equity Share of Rs.101- (ten) each of Transferor Company No. 2." The Petitioner Companies had earlier filed CA (M) No. 76/2011 seeking directions of this Court for dispensation of meetings. Vide order dated 81h April, 2011, this Court allowed the Application and dispensed with the requirement of convening meetings of Shareholders, Secured and Un-secured Creditors of the Transferor Companies and the Transferee Company.

¶9The Petitioner Companies have thereafter filed the present petition seeking sanction of the Scheme. Vide order dated 6th May, 2011, notice in the petition was directed to be issued to the Regional Director (Northern Region) and the Official Liquidator. Citations were also directed to be published in 'Business Standard' (English edition) and 'Jansatta' (Hindi edition). The Affidavit of Service and Publication has been filed by the Petitioners showing compliance regarding service of the petition on the Regional Director, Northern Region and the Official Liquidator, and also regarding publication of citations in the aforesaid newspapers on 25th August, 2011. Copies of the newspaper cuttings, in original, containing the publications have been filed along with the Affidavit of Service.

¶10Pursuant to the notice issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information received, the Official Liquidator has filed his report on 91h November, 2011 wherein he has stated that he has not received any complaint against the proposed Scheme from any personlparty interested in the Scheme in any manner and that the affairs of the Transferor Companies do not appear to have been conducted in a manner prejudicial to the interest of their members, creditors or to public interest. In response to the notice issued in the Petition, Mr. B. K. • Bansal, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit on 8 t' November, 2011. Relying on Clause 9 of the Scheme, he has stated that all the employees of the Transferor Companies shall become the employees of the Transferee Company without any break or interruption in their services upon sanctioning of the Scheme by the Court. No objection has been received to the Scheme from any other V

party. Mr. Ashish Middha, learned counsel for the Petitioner companies has filed an affidavit on ll th November, 2011 confirming that neither the Petitioner Companies nor he has received any objection pursuant to citations published in the newspapers. • 13. Even today, during the course of hearing, neither Mr. Ashish Makhija, learned counsel for the Official Liquidator nor Mr. K.S. Pradhan, Deputy Registrar of Companies appearing for Regional Director (NR) have raised any objection to the present Scheme being sanctioned by the Court.

¶14In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; affidavit/report filed by the Regional Director, Northern Region and the Official Liquidator, attached with this Court to the proposed Scheme, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under Sections 391 and 394 of the Act. The Petitioner Companies will comply with the statutory requirements in accordance with law. Certified copy of the order be filed with the Registrar of Companies within thirty days from the date of receipt of the same. In terms of the provisions of Sections 391 and 394 of the Act, all the properties, rights and powers of the Transferor Companies be transferred to and vest in the Transferee Company without any further act or deed. Similarly, all the liabilities and duties of the Transferor Companies be transferred to the Transferee Company without any further act or deed. Upon the Scheme coming into effect, Transferor Companies shall stand dissolved without winding up. It is, however, clarified that this order will not be construed as an order granting exemption from payment of stamp duty or any other charges, if payable in accordance with any law; or permission/compliance with any other requirement which may be specifically required under any law. Learned Counsel for the Petitioners states that the Petitioner Companies would voluntarily deposit a sum of Rs. 20,000/- with the Common Pool fund of the Official Liquidator within four weeks from today. The said statement is accepted. The Petition is allowed in the above terms. Order Dasti. MANMO1IAW,J NOVEMBER 149 2011 NG if 1'

$, * IN THE HIGH COURT OF DELHI AT NEW DELHI + CO.PET. 221/2011 IN THE MATTER OF RAM PLY BOARD INDUSTRIES PVT. LTD. .....Petitioner Through: Mr. Ashish Middha, Adv. for petitioner companies Mr. K.S. Pradhan, DY.ROC for RD (NR) Mr. Ashish Makhija, Adv. for OL CORAM: HON'BLE MR. JUSTICE MANMOHAN