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COMP/90/2008 5/ 5 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
PETITION No. 90 of 2008
With
COMPANY
PETITION No. 91 of 2008
======================================
CITIZEN
INFOLINE LIMITED
&
CITIZEN
COMMUNICATION LIMITED
Versus
.
- Respondent(s)
======================================
Appearance
:
MS NIYATI K SHAH for
Petitioner.
MR ANSHIN DESAI, Central Government
Counsel.
======================================
CORAM
:
HONOURABLE
MR.JUSTICE D.H.WAGHELA
Date
: 11/11/2008
COMMON
ORAL ORDER
1. These
petitions are filed for sanction of a scheme of arrangement in the
nature of amalgamation of Citizen Communication Limited, the
transferor company, with Citizen Infoline Limited, the transferee
company, under Section 391 read with Sections 394 and 394-A of the
Companies Act, 1956. The notice under Section 394-A has been issued
to the Central Government through Regional Director and learned
counsel, Mr.Anshin Desai appears for him. Learned counsel appearing
for all the parties have agreed upon an order in following terms.
2. The
petitioner companies are stated to be belonging to the same group and
engaged in similar business. The transferee company is listed with
Ahmedabad and Madras Stock Exchanges. The Board of Directors of both
the companies have thought it fit to amalgamate both companies for
better and advantageous management.
3. Pursuant
to orders dated 21-1-2008 and 6-2-2008 in Company Application Nos.6,
7, 66 and 67 of 2008, meetings of equity shareholders and secured
creditors of the transferee company as well as meetings of equity
shareholders, secured creditors and unsecured creditors of the
transferor company were convened after publication of public notices.
The scheme of amalgamation was approved unanimously by all present
and voting personally or by proxy at those meetings and the report of
Chairman showing result of the meeting is annexed to the petition.
4. These
petitions were admitted on 17-3-2008 and public notices for its
hearing were duly advertised in the newspaper ‘Indian Express’ and
‘Sandesh’, both Ahmedabad editions, on 20th March 2008.
Publication of notice in the Government Gazette was dispensed with.
No one has come forward with any objections as regards the scheme of
amalgamation and grant of sanction.
5. Notice
of Company Petition No.91 of 2008 is also served upon the Official
Liquidator attached to this Court and report dated 16th
July 2008 is filed by him in Company Petition No.91 of 2008, with the
observation that affairs of the transferor company have not been
conducted in the manner prejudicial to its members or to the public
interest. Similarly, notices of both the petitions have been served
upon the Central Government pursuant to which an affidavit dated 20th
June 2008 is filed by the Registrar of Companies, along with letter
dated 17th June 2008 of Regional Director, requiring
latest financial statements of the company. The transferee company
was also required to furnish no objection letter from Ahmedabad and
Madras Stock Exchanges. Accordingly, the financial statements are
placed on record and the transferee company has also placed on record
no objection letter from Ahmedabad and Madras Stock Exchanges.
6. During
the course of proceedings, the petitioner companies have filed
Company Application Nos.470 and 471 of 2008 for modifying the scheme
of amalgamation and those applications have been allowed by order
dated 14-10-2008.
7. It
was seen that the Stock Exchanges at Ahmedabad and Madras have
granted their no objection letters subject to insertion of two
clauses in the Scheme of amalgamation and the petitioner companies
have expressed no objection to those clauses being added to the
scheme of amalgamation. It was also pointed out by learned counsel
for the Central Government that, pursuant to the order made in
Company Petition No.65 of 2008, following clause was also required to
be added in the scheme of amalgamation of the petitioner companies.
?S…………………..if
any criminal prosecution is initiated against any of the Transferor
Company or the directors of any of the Transferor Companies, the
present order sanctioning the scheme of amalgamation of these
companies with the transferee company shall not come in way of such
proceedings. The fact of Amalgamation will not give any immunity for
such past deeds.??
8. Since
the parties have agreed to accept addition of paragraphs as aforesaid
and modification of the scheme of amalgamation and the arrangement
for amalgamation is stated to be in the interest of the companies and
its members and creditors, the scheme of arrangement for amalgamation
of the transferor company with the transferee company, produced at
Annexure-E in both the petitions, is sanctioned subject to addition
therein of following three paragraphs as paragraph nos.7 (a), 7 (b)
and 7 (c):
?S7
(a) The company will endeavour that the equity shares to be issued in
terms of the scheme, be listed and/or admitted for trading on the
relevant stock exchanges, whether in India or abroad, where the
equity shares of the Company are presently listed and/or admitted to
trading. The Company shall enter into such arrangement and issue
such confirmation and/or undertaking as may be necessary in
accordance with the applicable laws or regulations, for the above
purpose. But, on such formalities being fulfilled all such stock
exchange shall list and or admit the said shares also, for the
purpose of trading, subject to fulfillment of the requisite
compliance/documents and upon completion of the laid down formalities
in the matter by the company.
7
(b) Company maintains a minimum non promoters’ holdings of 25% on the
post-scheme capital as per clause 40 (A) of the listing agreement
with the Madras Stock Exchange and at least 25% of the new shares to
be issued pursuant to the scheme of amalgamation shall be locked in
for a period of three years and the balance new shares for one year
from the date of listing of the new shares on the Exchange.
7
(c) If any criminal prosecution is initiated against any of the
Transferor Company or the directors of any of the Transferor
Companies, the present order sanctioning the scheme of amalgamation
of these companies with the transferee company shall not come in way
of such proceedings. The fact of Amalgamation will not give any
immunity for such past deeds.??
9. Accordingly,
the petitions are allowed and disposed with the direction that the
transferee company, namely, Citizen Communication Limited shall stand
dissolved without winding up. The petitioner shall pay Rs.3,500/- in
each petition by way of cost to the Central Government by cheque in
the name of learned advocate, Shri Anshin Desai.
(D.H.Waghela,
J.)
*malek
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