C.P. No.29 of 2009 (O&M) -1-
IN THE HIGH COURT FOR THE STATES OF PUNJAB
AND HARYANA AT CHANDIGARH
C.P. No.29 of 2009 (O&M)
Date of Decision:06.02.2009
IN THE MATTER OF
Dhanasingh Synthetics Pvt. Ltd., situated at 91, Kshitij Apartment, 99-Hill
Road, Bandra (West), Mumbai-400 050.
...........Petitioner/Transferor Company No.1
Harnam Syntex Pvt. Ltd., situated at Dhana Singh Compound, J.B. Nagar,
Andheri Kurla Road, Andheri (East) Mumbai-400 059.
.......Petitioner/Transferor Company No.2
One G.M. Fabrics Pvt. Ltd., situated at 91, Kshitij Apartment, 99-Hill Road,
Bandra (West), Mumbai-400 050.
.......... Petitioner/Transferor Company No.3
WITH
G.M. Knitting Industries Pvt. Ltd., sittuated at Village Chanalon, Post
Kurali, District Ropar.
...........Petitioner/Transferee Company
Present: Mr. Yashpal Gupta, Advocate
for the petitioners.
CORAM: HON'BLE MR. JUSTICE K. KANNAN
1.
Whether Reporters of local papers may be allowed to see the
judgment ?
2. To be referred to the Reporters or not ?
3. Whether the judgment should be reported in the Digest ?
-.-
K. KANNAN J. (ORAL)
Misc. Application No.106 of 2009
Application allowed.
Dispensation from filing typed/certified copies of Annexures P-2,
3, 4, 5, 6, 7, 8 and 9 is granted.
C.P. No.29 of 2009
1. The petition has been filed under Sections 391 to 394 of the
C.P. No.29 of 2009 (O&M) -2-
Companies Act seeking for sanctioning the Scheme of Arrangement for
Amalmagamation as going concern. The first Transferor Company-
Dhanasingh Synthetics Pvt. Ltd. was incorporated under the provisions of
Companies Act, 1956 on 14.11.1983 having its registered office at 91,
Kshitij Apartment, 99-Hill Road, Bandra (West), Mumbai. The second
Transferor Company was incorporated under the provisions of Companies
Act, 1956 on 11.02.1998 and situated its office at Dhana Singh Compound,
J.B. Nagar, Andheri Kurla Road, Andheri (East) Mumbai. The third
Transferor Company was originally incorporated under the provisions of
Companies Act, 1956 on 01.02.2004 in the name of G.M. Silk Pvt. Ltd. and
later on changed its name to One G.M. Fabrics Pvt. Ltd. on 15.09.2006 also
having its office at 91, Kshitij Apartment, 99-Hill Road, Bandra (West),
Mumbai. All the Transferor Companies fall within the jurisdiction of
Mumbai and it is represented that the application has been filed before that
Court for approval of the Scheme. The Transferee Company is the company
that falls within the jurisdiction of this Court.
2. It is seen from the record that the Transferor and Transferee
Companies are closely held companies amongst the members of the same
family. The shareholders are limited to 12 and they have sworn to an
affidavit expressing their consent for the Scheme and also for dispensing
with the meeting for consideration of the subject. There are no secured
creditors and lists of unsecured creditors and sundry creditors have been
annexed as Annexures P-13 and P-15 respectively. The respective letters
and consent for approval of the Scheme and for dispensing with the meeting
for consideration of the subject have also been filed and appended as
Annexures P-14 and P-16 respectively.
3. The Auditor’s Report for accounts and balance sheets for the year
ending 31.03.2008 is furnished. It is seen from the Memorandum of
C.P. No.29 of 2009 (O&M) -3-
Association that Transferee Company is engaged in the business of
manufacture and dealers of synthetics, textile, fabrics, yarn and preparing
spinning, weaving, knitting etc. and the Transferor Companies are also
engaged in the similar objects.
4. After due consideration of the relevant materials placed on
record, I am of the opinion that the notices to the shareholders, unsecured
creditors and sundry creditors may be dispensed with and the meetings for
consideration of the subject of the claim are also dispensed with.
7. The petitioner shall move an appropriate petition for
consideration for second motion. In the above terms, petition disposed of.
(K.KANNAN)
JUDGE
February 06, 2009
Pankaj*