Jammu Metchem Private Ltd

ORDER (Yo

24.11.2011

¶1This 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 JAMMU METCHEM PRIVATE LIMITED (hereinafter referred to as 'Transferor Company No.1') and J & K PIGMENT PRIVATE LIMITED (hereinafter refened to as 'Transferor Company No.2') (collectively as 'Transferor Companies') with JAMMU PIGMENT PRIVATE LIMITED (hereinafter refened to as 'Transferee Company'). Page 1 of7 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.

¶2. The registered offices of the Transferor and Transferee Companies are situated at New Delhi, within the jurisdiction of this Court.

¶3Details with regard to the date of incorporation of the Transferor and Transferee Companies, their authorized, issued, subscribed and paid up capital have been given in the Petition.

¶4Copies of the Memorandum and Articles of Association as well as ...... ~the latest audited Annual Accounts for the year ended 31st March, 20 1 0 of the Transferor and Transferee Companies have also been enclosed with the Petition.

¶5Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies approving the Scheme have also been placed on record. -~

¶6It has been submitted that no proceeding under Sections 235 to 251 of the Act is pending against the Petitioner Companies.

¶7So far as the share exchange ratio for amalgamation is concerned, the Scheme provides that, upon the Scheme finally coming into effect, the Transferee Company shall issue shares in the following manner: Co. Pet. 248 of201 1 Page2 of7 ~ 100 (One Hundred) Nos. of Equity Shares each of Transferor Company No.1 fully paid-up of the face value of~ 100/- (Rupees Hundred only) each, held by the members of the Transferor Company No.1, be allotted 96 (ninety six) Nos. of Equity Shares of~ 100/- (Rupees Hundred only) each of the Transferee Company, credited as fully paid-in the capital of the Transferee Company. ~ 100 (One Hundred) Nos. of Equity Shares each of Transferor Company No.2 fully paid-up of the face value of ~ 100/- (Rupees Hundred only) each, held by the members of the Transferor Company No.2, be allotted 24 (Twenty Four) Nos. of Equity Shares of~ 100/- (Rupees Hundred only) each of the Transferee Company, credited as fully paid-in the capital of the Transferee Company.

¶8The Petitioner Companies had earlier filed CA (M) No. 93 of 2011 seeking directions of this Court for dispensation of meetings. Vide order dated 20th May, 2011, this Court allowed the Application and dispensed with Page 3 of7 the requirement of convening meetings of Shareholders, Secured and Un-secured Creditors of the Transferor and Transferee Companies.

¶9The Petitioner Companies have thereafter filed the present Petition seeking sanction of the Scheme. Vide order dated 30th 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, Delhi Edition) and 'Business ~ Standard' (Hindi, Delhi Edition). Affidavit of proof of Service and Publication has been filed by the Petitioners confirming the publication of citations in the aforesaid newspapers on 30th July, 2011. Copies of the newspapers' cuttings, in original, containing the publications have been filed along with the said Affidavit of Service. 1 0. Pursuant to the notices issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information received, the Official Liquidator has filed his report dated 21st September, 2011 wherein he has stated that he has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the Transferor Companies do not appear to Page 4 of7 G I have been conducted in a manner prejudicial to the interest. of their members, creditors or to public interest.

¶11In response to the notices issued in the Petition, Mr. B.K. Bansal, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit dated 18th August, 2011. Replying on Clause 8(a) ofPart-III of the Scheme, he has stated 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.

¶12No objection has been received to the Scheme from any other party. Mr. Ashish Middha, learned counsel for the Petitioner Companies, has filed an affidavit dated 21st November, 2011, confirming that neither the Petitioner Companies nor he has received any objection pursuant to citations published in the newspapers.

¶13Even today, during the course of hearing, Mr. S.B. dautam, Official and Mr. K.S. Pradhan, Deputy Registrar of Companies appearing for Regional Director, Northern Region state that they have no objection to the present Scheme being sanctioned. Page 5 of7

¶14In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; affidavit/reports 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 <l 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, and in terms of the Scheme, the whole or part of the undertakings, the properties, rights and powers of the Transferor Companies be transfened to and vest in the Transferee Company without any further act or deed. Similarly, in terms of the Scheme, all the liabilities and duties of -, the Transferor Companies be transfened to the Transferee Company without ) any further act or deed. Upon the Scheme coming into effect, the 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 taxes or any other charges, if payable in Page 6 of7 -.. accordance with any law; or permission/compliance with any other requirement which may be specifically required under any law.

¶15Mr. Ashish Middha, learned counsel states that the Petitioner Companies would voluntarily deposit a sum of~ 50,000/- with the Common Pool Fund of the Official Liquidator within three weeks from today. The said statement is accepted. - ~

¶6The Petition is allowed in the above terms. Order dasti. NOVEMBER24, 2011 JS l\. ! MANMOHAN,J Page 7 of7

- ~ { * IN THE HIGH COURT OF DELHI AT NEW DELHI + CO.PET. 248/2011 IN THE MATTER OF JAMMU METCHEM PRIVATE LTD & ORS. . .... Petitioners Through: Mr. Ashish Middha, Advocate for petitioners. CORAM: Mr. K.S. Pradhan, Deputy Registrar of Companies for Regional Director, Northern Region. Mr. S.B. Gautam, Official Liquidator. HON'BLE MR. JUSTICE MANMOHAN