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Judgment
Rajes Kumar, J.—This is a confirmation petition for the sanction of the scheme of arrangement.
M/s. Raj Narain Pratap Narain Rolling Enterprises Private Limited is a company incorporated under the Indian Companies Act, 1956 having its registered office at Mathura Road, Artoni, Agra. The said company was incorporated on 24th day of November, 1972 and became a deemed public company u/s 43A(2) of the Companies Act with effect from 22-1-1988. It has got two businesses, one is flour mill and other a Cinema Hall by the name of Ajanta Cinema, Agra. The Board of Directors of the company in their meeting held on 12-11-2007 approved the arrangement by way of proposed scheme of Demerger and a resolution was passed by the Board of Directors in this regard. The resolution of Board of Directors is Annexure-E to the Company Application No. 14 of 2007. By this scheme of arrangement, they have proposed to demerger the business of Cinema Hall and merged with the Company AARA Agro Private Limited.
AARA Agro Private Limited is a company incorporated on 24th day of September, 2007 under the Indian Companies Act having its registered office at Anjana Cinema, M.G. Road, Agra. The Board of Directors of the company in their meeting held on 12-11-2007 approved the arrangement by way of proposed scheme of Demerger/merger and the resolution in this regard has been passed by the Board of Directors which is Annexure-E to the Company Application No. 15 of 2007. Under the scheme, the business of the Cinema Hall of the company Raj Narain Pratap Narain Rolling Enterprises Private Limited is proposed to be the business of AARA Agro Private Limited.
There are only three shareholders of both the aforesaid companies, namely, Pratap Narain Agarwal, Anirudh Narain Agarwal and Udit Narain Agarwal. All the three shareholders have given their consent for demerger and merger. It has also been stated that there is no creditor of any of the two companies.
Having regard to the aforesaid facts and circumstances, this Court in the Company Application Nos. 14 of 2007 and 15 of 2007 has dispensed with the meetings of the shareholders and creditors of both the companies.
In pursuance of the order dated 25-2-2008, the confirmation petition has been advertised in daily Newspapers Amar Ujala (Hindi) published from Agra and Statesman (English) published from New Delhi on 17-1-2008 and 18-1-2008 respectively. The copies of the Newspapers publication are being filed along with application dated 27-2-2008. The Regional Director filed the affidavit through the Official Liquidator dated 18-2-2008 wherein in paragraph 4 it is stated that the Central Government has no objection to the proposed scheme of arrangement. In pursuance of the aforesaid two advertisements, no objection has been received from any side. The scheme of arrangement is Annexure-E to the present petition.
Accordingly, petition is allowed and the scheme of arrangement, Annexure-E to the petition, is hereby approved and sanctioned. It is further directed that the certified copy of this order shall be filed before the Registrar of the Company within 30 days on its receipt. A formal order in appropriate form of the Company (Court) Rules, 1959 shall follow.