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COMP/149/2009 3/ 5 JUDGMENT
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
PETITION No. 149 of 2009
In
COMPANY
APPLICATION No. 84 of 2009
With
COMPANY
PETITION No. 150 of 2009
In
COMPANY
APPLICATION No. 84 of 2009
To
COMPANY
PETITION No. 152 of 2009
In
COMPANY
APPLICATION No. 86 of 2009
For
Approval and Signature:
HONOURABLE
MR.JUSTICE M.R. SHAH
===========================================
1
Whether
Reporters of Local Papers may be allowed to see the judgment ?
2
To
be referred to the Reporter or not ?
3
Whether
their Lordships wish to see the fair copy of the judgment ?
4
Whether
this case involves a substantial question of law as to the
interpretation of the constitution of India, 1950 or any order
made thereunder ?
5
Whether
it is to be circulated to the civil judge ?
===========================================
ABHINAV
SERVICES PRIVATE LIMITED - Petitioner(s)
Versus
.
- Respondent(s)
===========================================
Appearance
:
MR PARITOSH
CALLA for
Petitioner(s) : 1,
MR IQBAL SHAIKH for Respondent(s) :
1,
===========================================
CORAM
:
HONOURABLE
MR.JUSTICE M.R. SHAH
Date
: 12/04/2010
ORAL
JUDGMENT
1. All
these petitions are filed by respective Companies for sanction of
scheme of arrangement in the nature of amalgamation of Abhinav
Service Private Limited, Anuj Services Private Limited, Vibhuti
Services Private Limited (Transferor Companies) with Rakshak
Services Private Limited (Transferee Company) under section
391 read with section 394 of the Companies Act, 1956.
2. Company
Petition No.149 of 2009 has been preferred by Abhinav Services
Private Limited one of the transferor company. That pursuant to the
order dated 23rd March, 2009 passed by this Court in
Company Application No.83 of 2009, a meeting of equity shareholders
and unsecured creditors was ordered to be convened with the
observations that there is no secured creditor of the company. It is
reported that meeting of equity shareholders and unsecured creditors
were convened on 02.05.2009 and the proposed scheme of amalgamation
has been approved by the requisite majority. Chairman’s report on
affidavit stating that meeting was convened on 02.05.2009 and scheme
has been approved by requisite majority has been placed on record.
2.1. That
admission of the petition was advertised / published in English Daily
‘Indian Express’ and Gujarati daily ‘Lok Satta’ and ‘Jan Satta’ both
Vadodara Edition notifying dated 12.08.2009 as date for final
hearing. Notice was also issued to the Regional Director, Western
Region, Mumbai. That Notice was also issued upon Official Liquidator
for examination of the affairs of the petitioning transferor company
with liberty to engage Chartered Accountant for the aforesaid
examination. That Regional Director, Western Region, Mumbai and
Official Liquidator have submitted their report.
3. Company
Petition No.150 of 2009 and Company Petition No.151 of 2009 have been
preferred by other Transferor Companies to sanction scheme of
arrangement in the nature of amalgamation. That meeting of equity
shareholders and unsecured creditors of both the petitions were
convened on 02.05.2009 and scheme has been approved by equity
shareholders and unsecured creditors of both the aforesaid companies
by requisite majority. Chairman’s report on affidavit stating that
meeting were convened on 02.05.2009 and scheme has been approved by
requisite majority is placed on record.
4. Company
Petition No.152 of 2009 has been preferred by Rakshak Services
Private Limited Transferee Company to sanction scheme of
amalgamation. Meeting of equity shareholders and unsecured creditors
as ordered to be convened pursuant to the order dated 23.03.2009
passed in Company Application No.86 of 2009. That scheme has been
approved by requisite majority and Chairman of the meeting has filed
the affidavit stating that a meeting was convened on 02.05.2009 and
the scheme has been approved by the requisite majority.
4.1. Admission
of the petition was published in English Daily ‘Indian Express’ and
Gujarati daily ‘Lok Satta’ and ‘Jan Satta’ both Vadodara Edition.
Notice has also been issued to the Regional Director, Western Region,
Mumbai.
5. After
publication of admission of aforesaid petitions no one has come
forward with any objection to the said petitions after publication.
Notice of the petitions were also served upon Official Liquidator
attached to High Court of Gujarat and Official Liquidator has filed
separate reports dated 03.02.2010 in each of the Transferor companies
wherein it is stated that respective transferor companies have not
been conducted in a manner prejudicial to the interest of their
members or the public.
6. Notice
of petition has also be served upon Central Government through
Regional Director, Western Region, Mumbai and Mr.Iqbal Shaikh,
learned Central Government Standing Counsel has put his appearance on
behalf of the Central Government. One Mr.Rakesh Chandra, Regional
Director, Western Region, Mumbai has filed affidavit. No objections
have been raised to the proposed scheme of amalgamation on behalf of
the Central Government.
7. Heard
Mr.Paritosh Calla, learned Advocate for the respective petitioner
Companies and Mr.Iqbal Shaikh, learned Central Government Standing
Counsel appearing on behalf of the Central Government.
8. Having
gone through the contents of the petitions and having regard to the
fact that Official Liquidator in his report filed in the case of each
of the transferor companies, has stated that the affairs of the
respective transferor companies have not been conducted in a manner
prejudicial to the interest of their members or the public and having
regard to the fact that the Central Government after due notice as
required under the provisions of Section 394A of the Companies Act,
1956, has not brought anything adverse to the notice of the Court and
that despite publication of admission in local newspapers no
objections have been received and/or brought on record, this Court is
satisfied that amalgamation would be in the interest of the companies
and their members and creditors.
9. In
the aforesaid premises, the petitions are allowed in terms of reliefs
prayed in paragraph No. 20(a) of the respective petitions and scheme
of arrangement referred to in para 8 of the petitions being
‘Annexure C’ is hereby sanctioned so as to be binding on all
Equity Shareholders and Creditors of the respective petitioner
companies. Necessary consequences on sanction of scheme shall follow.
Costs to be paid to the Central Government Counsel are quantified at
Rs.5000/- (Rupees Five Thousand only) per petition. The same may be
paid to Mr.Iqbal Shaikh, learned Central Government Standing Counsel
by respective petitioner companies through their advocate.
With
these, all the Company Petitions are allowed.
[M.R.Shah,J.]
satish
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