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COMP/100/2010 4/ 4 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
PETITION No. 100 of 2010
In
COMPANY
APPLICATION No. 84 of 2010
With
COMPANY
PETITION No. 101 of 2010
In
COMPANY APPLICATION No. 85 of 2010
=========================================================
BINDI
DEVELOPERS PRIVATE LIMITED - Petitioner(s)
Versus
.
- Respondent(s)
=========================================================
Appearance
:
MRS SWATI
SOPARKAR for
Petitioner(s) : 1,
MR PS CHAMPANERI for Respondent(s) :
1,
=========================================================
CORAM
:
HONOURABLE
MR.JUSTICE ANANT S. DAVE
Date
: 17/03/2011
ORAL
ORDER
These
are the petitions filed by the petitioner companies for sanction of
a Scheme of Arrangement in the nature of Amalgamation, amalgamating
Bindi Developers Private Limited, the Transferor Company with
Sterling Addlife India Limited, the Transferee Company under section
391 read with Section 394 of the Companies Act, 1956. Both the
petitioner companies belong to the same group of management. The
Transferor Company is a wholly owned subsidiary of the Transferee
Company.
It
has been pointed out that vide the orders dated 5th
April, 2010 passed in the Company Application No.84 of 2010, the
meetings of the Equity Shareholders and the only Unsecured Creditor
of the Transferor company were dispensed with in view of the written
consent letters placed on record. There were no Secured Creditors
of the Transferor Company. Whereas vide the order dated 5th
April, 2010 passed in Company Application No.85 of 2010, the meeting
of the Equity Shareholders of the Transferee Company were directed
to be convened. Pursuant to the directions, issued in this regard,
after the due notices to the concerned parties as well as the
public notice, the said meeting was duly convened on 15th
May, 2010 and the proposed scheme was duly approved unanimously by
the Equity Shareholders, present and voting at the said meeting.
The result of the said meeting was duly reported to this Court vide
the report dated 20th May, 2010.
The
substantive petitions were admitted vide order dated 15th
July, 2010. The public notices for the same were duly advertised in
the newspapers ‘Indian Express’ English daily, and ‘Sandesh’
Gujarati Daily, both Ahmedabad editions dated 28th July,
2010 and the publication in the Government Gazette was dispensed
with. Affidavits dated 3rd August, 2010 confirms the
same. No one has come forward with any objections to the said
petitions even after the publication. The same has been further
confirmed by the additional affidavit dated 28th January,
2011 annexed to the petitions.
Notice
of the petition of the Transferor Company was served upon the
Official Liquidator attached to the Gujarat High Court. Vide the
report dated 15th November, 2010 filed by the Official
Liquidator, it is observed that the affairs of the Transferor
company has not been conducted in a manner prejudicial to the
interest of their members or to the public interest. However, the
Official Liquidator has requested this Court to direct the
Transferor Company to maintain its books of accounts and records for
a period of 8 years from the date of sanctioning the scheme and not
to dispose of the same without prior permission of the Central
Government. The Transferor company is accordingly directed to keep
its books and records for a period of 8 years from the date of
sanctioning the scheme and not to dispose of the same without prior
permission of the Central Government.
Notice
of the petitions have been served upon the Central Government and
Mr. M. Iqbal Shaikh, learned Standing Counsel appear for the Central
Government. An affidavit dated 18.02.2011 has been filed by Mr.
Uttam Chand Nahta, the Regional Director, North-Western Region,
Ministry of Corporate Affairs, whereby the only observation made
pertain to compliance of the Accounting Standard-14 by the
Transferee Company.
The
attention of this Court is drawn to the Additional Affidavit dated
28th January, 2011 whereby the said issue has been dealt
with and it has been submitted that vide clause 10(1) of the scheme,
the said compliance is already provided and the subsequent clauses
are only enabling clauses are not contradictory to the said
compliance. Considering the said explanation, the observation of the
Regional Director does not survive.
Heard
Mrs. Swati Soparkar, learned Advocate for the petitioner company and
Mr. M. Iqbal Shaikh, learned Counsel appearing for the Central
Government. Having gone through the petitions, and having
considered the submissions made in this regard and being satisfied
that amalgamation would be in the interest of the companies and
their members and creditors, prayer in terms of Paragraph 15(a) of
the Company Petition No.100 and para 20(a) of the Company Petition
No.101 are hereby granted.
The
petitions are disposed of accordingly. So far as the costs to be
paid to the Central Government Standing Counsel is concerned, the
same are quantified at Rs.3,500/= per petition. The same may be paid
to the learned Advocate Mr. M. Iqbal Shaikh. Further payment of
Rs.4,000/- for the Transferor Company to be paid to the Official
Liquidator.
Sd/-
(Anant
S. Dave, J.)
Caroline
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