Bhole Baba Dairy Industries Ltd

INDERMEET KAUR, J. (Oral)

¶1This is a first motion joint Application under Sections 391 to 394 of the Companies Act, 1956, (for short 'Act') in connection with the Scheme of Amalgamation (for short 'Scheme') between Bhole Baba Dairy Industries limited (hereinafter referred to as Transferor Company) and Bhole Baba Milk Food Industries Limited (hereinafter referred to as

Transferee Company). A copy of the proposed Scheme is filed along with the application as Annexure-A8.

¶2The registered offices of the Transferor and Transferee Companies are situated within the National Capital Territory of Delhi and are within the jurisdiction of this Court.

¶3Details with regard to the date of incorporation of Transferor and Transferee Companies, their Authorized, Issued, Subscribed and Paid up Capital have been given in the Application.

¶4Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2012 of both the Applicant Companies have also been enclosed with the Application.

¶5Learned Counsel for the Applicant Companies submits that no proceeding under Sections 235 to 251 of the Act is pending against any of the Applicant Companies as on the date of the present Application.

¶6The proposed Scheme has been approved by the Board of Directors of both the Applicant Companies. Copies of the Board Resolutions have been filed along with the Application.

¶7The status of the Shareholders, Secured and Un-secured Creditors of the Transferor and Transferee Companies and the Consents obtained by them for the proposed Scheme is clearly apparent from the chart given below:- Company No. of Shareholders Consent Given/ Page No. No. of Secured creditors Consent Given/ Page No. No. of unsecured Creditors Consent Given/ Page No. Transferor Company Page-245

Pages-246-273 Page-288 Page-291-293 Page-289-Page-294-328 Transferee Company Page-274 Pages-275-287 Page-329 Page-Pages330-Pages-333-359

¶8A prayer has been made for dispensation of the requirement of convening meetings of equity shareholders, secured creditors and unsecured creditors of the Transferor Company. Further, a prayer has been made for dispensation of the requirement of convening meeting of the equity shareholders, secured creditor and unsecured creditors of the Transferee Company.

¶9In view of the written consents/NOC given by all the Equity Shareholders, secured creditors and consent of 95.43% in value and

93.33% in numbers of unsecured creditors of the Transferor Company,

the requirement of convening meeting of Equity Shareholders, secured creditors and unsecured creditors of the Transferor Company is dispensed with.

¶10In view of the written consents/NOC given by all the Equity Shareholders, secured Creditor and unsecured creditors of the Transferee Company, the requirement of convening meeting of Equity Shareholders, secured creditor and unsecured creditors of the Transferee Company is dispensed with.

¶11The application stands allowed in the aforesaid terms.

Order dasti.

INDERMEET KAUR, J NOVEMBER 05, 2012/rb

* IN THE HIGH COURT OF DELHI AT NEW DELHI % Date of Judgment:05.11.2012 + CO. APPL. (M) NO.174 OF 2012 IN THE MATTER OF SCHEME OF MERGER OF BHOLE BABA DAIRY INDUSTRIES LIMITED …Transferor Company With BHLE BABA MIL FOOD INDUSTRIES LIMITED …Transferee Company Through: Mr. Saurabh Kalia and Mr.Sameer Chaudhary, Advocates CORAM: HON'BLE MS. JUSTICE INDERMEET KAUR