IN RE: RACHNA CREATIONS (P.) LTD. Vs. STATE

JUDGEMENT

(1.) GOYAL Fashions Private Limited (in short Transferee -Company) filed Company Petition No. 3 of 2008 and Archna Creations Private Limited (Transferor -Company No. 1) Ashish apparels Private Limited (Transferor -Company No. 2) Shubham Exports Private Limited (Transferor -Company No. 3) Anupam Export Private Limited (Transferor -Company No. 4) (in short Transferor -Companies 1 to 4) filed Company Petition No. 4 of 2008 for confirmation of Scheme of Arrangement/Amalgamation of Transferor -Companies 1 to 4 with Transferee -Company.

(2.) M /s. Rachna Creations (P.) Ltd. (Transferor -Company No. 1) was incorporated under the provisions of the Companies Act on December 11, 1987 having its registered office at 24, Goyal House, Ajmer Road, Jaipur. The authorised share capital of the Transferor -Company No. 1 as on 31 -3 -2007 was 5000 Equity Shares of the value of Rs. 100 each (Total Rs. 5,00,000). Issued, Subscribed and paid up Share capital (1000 equity shares of Rs. 100 each (Total Rs. 1,00,000). M/s. Ashish Apparels Private Limited (Transferor -Company No. 2) was incorporated under the provisions of the Companies Act on 11 -12 -1987 having its registered office at 24, Goyal House, Ajmer Road, Jaipur. The authorised share capital of the Transferor -Company No. 2 as on 31 -3 -2007 was 5000 equity shares of the value of Rs. 100 each (Total Rs. 5,00,000). Issued, Subscribed and paid up Share capital (1000 equity shares of Rs. 100 each (Total Rs. 1,00,000). M/s. Shubham Exports Private Limited (Transferor -Company No. 3) was incorporated under the provisions of the Companies Act on 16 -6 -1989 having its registered office at 24, Goyal House, Ajmer Road, Jaipur. The authorised share capital of the Transferor -Company No. 3 as on 31 -3 -2007 was 5000 Equity Shares of the value of Rs. 100 each (Total Rs. 5,00,000). Issued, Subscribed and paid up Share capital (1000 equity shares of Rs. 100 each (Total Rs. 1,00,000). M/s. Anupam Exports Private Limited (Transferor -Company No. 4) was incorporated sunder the provisions of the Companies Act on 15 -6 -1989, having its registered office at 24, Goyal House, Ajmer Road, Jaipur. The authorised share capital of the Transferor -Company No. 4 as on 31 -3 -2007 was 2000 Equity Shares of the value of Rs. 100 each (Total Rs. 2,00,000). Issued, Subscribed and paid up Share capital (1000 equity shares of Rs. 100 each (Total Rs. 1,00,000). M/s. Goyal Fashions Private Limited (Transferee -Company ) was incorporated under the provisions of the Companies Act on 6 -3 -1981 having its registered office at 24, Goyal House, Ajmer Road, Jaipur. The authorised share capital of the Transferee -Company as on 31 -3 -2007 was 24,000 Equity shares of the value of Rs. 100 each (Total Rs. 24,00,000). Issued, Subscribed and paid up Share capital (10000 equity shares of Rs. 100 each (Total Rs. 10,00,000). The Board of Directors of the petitioner Transferor Companies 1 to 4 have in their respective Boards meetings held on 4/5 -4 -2007 approved the proposed amalgamation and further by resolutions passed in their meetings held on 15/16 -11 -2007 extended the effective date of scheme of arrangement/amalgamation upto 31 -12 -2008. This Court vide order dated 28 -9 -2007 passed in Company Application No. 38 of 2007 filed by petitioner Transferee -Company directed for convening meeting of the equity shareholders and unsecured creditors. In the meetings convened on 27 -11 -2007 of the equity shareholders and unsecured creditors present in the said meeting, none have voted against the said compromise or arrangement.

(3.) TRANSFEREE Company and Transferor Companies 1 to 4 filed the above company petitions before this Court and this Court issued notice on 16 -5 -2008 and also directed for publication of the notice in Rajasthan Patrika (Hindi) (Jaipur -Edition ) and Times of India (English) Delhi Edition.