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COMP/44/2009 4/ 4 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
PETITION No. 44 of 2009
With
COMPANY
PETITION No. 45 of 2009
=========================================================
SIDDHI
VINAYAK KNOTS & PRINTS PVT LTD - Petitioner(s)
Versus
.
. - Respondent(s)
=========================================================
Appearance :
MRS
SANGEETA N PAHWA for Petitioner(s) : 1,
MR M
IQBAL SHAIKH for Respondent(s) :
1,
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CORAM
:
HONOURABLE
MR.JUSTICE K.A.PUJ
Date
: 13/05/2009
ORAL
ORDER
The
present petitions are filed seeking sanction of Scheme of
Amalgamation of Shree Siddhi Vinayak Saree Private Limited with
Siddhi Vinayak Knots and Prints Private Limited.
Shree
Siddhi Vinayak Saree Private Limited filed Company Application
No.20/2009 seeking dispensation of the meetings of the shareholders,
secured creditors and unsecured creditors on the ground that consent
of all the shareholders and creditors have been obtained. This Court
vide order dated 26.02.2009 made in Company Application No.20/2009
ordered dispensation of meeting of the shareholders and secured and
unsecured creditors.
Siddhi
Vinayak Knots and Prints Private Limited filed Company Application
No.19/2009 seeking dispensation of the meetings of the shareholders
on the ground that consent of all the shareholders have been
obtained. It was stated that this being Transferee Company, meeting
of the creditors was not required to be held. This Court vide order
dated 26.02.2009 made in Company Application No.19/2009 ordered
dispensation of meeting of the shareholders and also observed that
this being Transferee Company, meeting of creditors is not required
to be held.
The
petitioners thereafter filed Company Petitions seeking sanction of
the Scheme of Amalgamation.
This
Court vide order dated 09.03.2009 made the order of admission of
both the petitions and directed issuance of notice to the Regional
Director in case of both the companies and notice to the Official
Liquidator in case of Transferor Company. This Court also directed
publication of notice of petition in ‘Indian Express’ (English
Daily) and ‘Gujarat Mitra’ and ‘Loksatta Jansatta’ (Gujarati
Dailies) both Surat Editions and ‘Sandesh’ (Gujarati Daily),
Ahmedabad and Surat Edition.
Pursuant
to the order 09.03.2009, the petitioners have published the notice
of petition in ‘Indian Express’ (English Daily) and ‘Gujarat Mitra’
and ‘Loksatta Jansatta’ (Gujarati Dailies), both Surat Editions
and ‘Sandesh’ (Gujarati Daily), Ahmedabad and Surat Edition on
23.03.2009. The authorised officer of the respective companies have
filed their affidavits in support of publication of advertisements
dated 09.05.2009.
Pursuant
to the notice to the Official Liquidator in respect of the
transferor company, Report dated 08.05.2009 is filed by the Office
of the Official Liquidator in Company Petition No.45/2009. The
report of the Official Liquidator confirms that the affairs of the
Company has not been conducted in a manner prejudicial to the
interest of its members or the public interest.
In
response to the notice to the Regional Director, Western Region,
Department of Company Affairs, Shri Iqbal Shaikh, Central Government
Standing Counsel, has appeared and has filed an Affidavit dated
08.05.2009 of Dy. ROC being in Company Petition No.44 and 45 of
2009. Alongwith the affidavit, a letter dated 07.05.2009 addressed
by the Regional Director to the Registrar of companies has been
produced. A perusal of the affidavit together with a letter of the
office of Regional Director discloses that the office of Regional
Director has decided not to oppose the petitions.
In
the facts and circumstances, the Scheme of Amalgamation annexed at
Annexure ‘C’ to the petition is sanctioned.
The
cost of Central Government is quantified at Rs.3,500/= per petition.
Liberty is given to the Transferee Company to pay the amount of
cost directly by drawing a cheque in favour of Mr. M. Iqbal Shaikh,
Central Government Standing Counsel.
(K.A.
Puj, J.)
Caroline
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