In Re: M/s B.L. Agro Oils Limited and Others

Hon''ble Bharati Sapru, J.—This is an application u/s 391 and 394 of the Companies Act by the Company M/s B.L. Agro Oils Limited, a company having its Registered Office at B-31 Parsakhera Industrial Area, Rampur Road, Bareilly-243502, which seeks amalgamation vide scheme with M/s Victory Commotrade Private Limited a Company incorporated under the Indian Companies Act, 1956 having its Registered Office at 20, Canel South Road, Beliaghata, Kolkata -700105, West Bengal and M/s Lovely Tie-up Private Limited a Company incorporated under the Indian Companies Act, 1956 having its Registered Office at 1, N.S. Road, Kolkata-700001, West Bengal. The Scheme of Arrangement has been placed on record as Annexure No. 7 to the Petition.

There are nine equity shareholders of the Company, who have given their affidavits of consent to the Scheme of Amalgamation as sought and thus, the prayer for dispensation of the meeting of the equity shareholders is granted. The meeting of the equity shareholders of the Company is dispensed with.

There are seventy unsecured creditors of the Company and a meeting of the unsecured creditors of the Company may be called, it may be held on the 4th of March, 2012 at the Registered Office at Bareilly.

Notice of this meeting shall be published in two Newspapers one in English i.e. ''Hindustan Times'' Lucknow Edition and ''Hindustan'' in Hindi published from Bareilly. The notice shall indicate that the date fixed for holding of the meeting of the unsecured creditors shall be on the 4th of March, 2012. The meeting shall take place at the Registered Office of the Company.

Learned Counsel for the applicant-Company has proposed the names of Sri Deeptiman Singh, Advocate to act as the Chairman of the meeting of unsecured creditors, the proposal is accepted. Sri A.K. Pandey, Advocate has been proposed as alternative Chairman, this too is accepted. Counsel informs the Court that both these persons have given their consent. The remuneration is fixed by this Court for the Chairman at Rs. 40,000/- and for the alternative Chairman at Rs. 25,000/-, which may be paid in advance. The Company shall ensure and make first class travel arrangements for the travel or stay of both these persons for the appointed date.

There is one secured creditor of the Transferee Company namely the Bank of Baroda. A meeting of the secured creditors of the Company shall also be held at the Registered Office of the Company at Bareilly at 2 P.M. on the 4th of March, 2012. Notice of this meeting will be published in the same Newspapers as above indicating the date to be 4th of March, 2012 and the time at 2 P.M. The name of Sri Amit Kumar Singh, Advocate has been proposed as Chairman, which is accepted by this Court and the name of Sri Manu Ghildiyal, Advocate as alternative Chairman this is also accepted. The remuneration and the arrangement for the travel or stay will be the same as above for the Chairman and the alternative Chairman. The respective Chairmans shall submit their reports in accordance with the Rules. The application, thus, stands disposed of.