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COMP/118/2010 4/ 4 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
PETITION No. 118 of 2010
In
COMPANY
APPLICATION No. 198 of 2010
With
COMPANY
PETITION No. 119 of 2010
In
COMPANY APPLICATION No. 199 of 2010
With
COMPANY
PETITION No. 120 of 2010
In
COMPANY APPLICATION No. 200 of 2010
=========================================================
JMP
FINANCE 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
JMP Finance Private Limited and Raghuvir Investment Private Limited,
the Transferor Companies with Insutech Industries Private Ltd, the
Transferee Company under Section 391 read with Section 394 of the
Companies Act, 1956.
It
has been pointed out that vide the orders dated 22nd July
2010 passed in the Company Applications No.198, 199 and 200 of 2010,
the meetings of the Equity Shareholders and the Unsecured Creditors
of all three companies were dispensed with in view of the written
consent letters placed on record. There were no Secured creditors
of the petitioner companies.
The
substantive petitions were admitted vide orders dated 3rd
August, 2010. The public notices for the same were duly advertised
in the newspapers ‘Indian Express’ English daily, and ‘Sandesh’
Gujarati Daily, both Vadodara editions dated 13th August,
2010 and the publication in the Government Gazette was dispensed
with. Affidavit dated 26th August, 2010 confirm the same.
No on 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 16th March, 2011 annexed
to the petitions.
Notice
of the petition of the Transferor Companies were served upon the
Official Liquidator attached to the Gujarat High Court. Vide the
reports dated 11th March, 2011 filed by the Official
Liquidator, it is observed that the affairs of the Transferor
companies have 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 Companies to maintain their 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 companies are accordingly directed to
keep their 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. P.S. Champaneri, learned Standing Counsel appear for the Central
Government. An affidavit dated 04.02.2011 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 of the
Transferee Company.
The
attention of this Court is drawn to the Additional Affidavit dated
16th March, 2011 whereby the said issue has been dealt
with and it has been submitted that the petitioner companies shall
comply with the applicable accounting standard. Considering the said
explanation, the observation of the Regional Director does not
survive.
Heard
Mrs. Swati Saurabh Soparkar, learned Advocate for the petitioner
company and Mr. P.S. Champaneri, 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, prayers in terms of paragraph 15(a) of
the three Company Petitions 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. P.S. Champaneri.
Sd/-
(Anant S. Dave, J.)
Caroline
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