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COMP/21020/2008 4/ 4 JUDGMENT
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
PETITION No. 210 of 2008
In
COMPANY
APPLICATION No. 332 of 2008
With
COMPANY
PETITION No. 211 of 2008
In
COMPANY
APPLICATION No. 333 of 2008
For
Approval and Signature:
HONOURABLE
MR.JUSTICE K.A.PUJ
=========================================================
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 ?
=========================================================
MAHALAXMI
FABRIC MILLS PVT LTD - Petitioner(s)
Versus
.
. - Respondent(s)
=========================================================
Appearance :
MRS
SWATI SOPARKAR for Petitioner(s) : 1,
MR HARIN P RAVAL for
Respondent(s) :
1,
=========================================================
CORAM
:
HONOURABLE
MR.JUSTICE K.A.PUJ
Date
: 06/10/2008
ORAL
JUDGMENT
These
are petitions filed by two petitioner companies for sanction of a
Scheme of Arrangement in the nature of amalgamation of Mahalaxmi
Fabric Mills Private Limited with Mahalaxmi Rubtech Limited under
Section 391 to Section 394 of the Companies Act, 1956.
It
has been submitted that the Transferor Company is a private limited
company and the Transferee Company is a listed public limited
company and both belong to the same group of management. The
Transferor Company is dealing in the business of Fabric Processing
and undertakes job work for various business houses. The Transferee
Company is engaged in two separate commercial activities through two
separate divisions namely Rubber division and Textile division. Both
the companies are profit making companies. The amalgamation is
proposed for achieving synergic advantages and consolidation of
operations. The petition gives details of the advantages that would
flow by virtue of the amalgamation of these companies.
The
proposed scheme was approved by the Equity Shareholders of the
Transferor Company through written consent letters and hence vide
the order dated 14th May, 2008, the meeting of the
shareholders of the Transferor Company were dispensed with. Whereas
the proposed scheme was put for consideration of the Secured and
Unsecured Creditors of the Transferor company and Equity
Shareholders of the Transferee Company, at the respective meetings
held on 7th and 8th July, 2008 which were
convened pursuant to the directions issued by this Court vide orders
passed on 14th May, 2008 in company application No.332
and 333 of 2008 respectively. The proposed scheme was unanimously
approved at the respective meetings. The Chairman’s reports have
been duly filed on 11th July, 2008 giving the result of
the said meetings.
After
the petitions were admitted, the same were duly advertised in the
newspapers. The said publication for the Transferor Company was made
in ‘The Indian Express’ and ‘Loksatta-Jansatta’ both Ahmedabad
editions of 1st August, 2008 and for the Transferee
Company was made in the ‘The Indian Express’ and ‘Divya Bhaskar’
both Ahmedabad editions of 1st August, 2008. The
publication in the Government gazette was dispensed with as directed
in the order dated 22nd July, 2008. Affidavits dated 14th
August, 2008 has been filed confirming the said publications. No one
has come forward with any objections to the said petitions even
after the publication. The said fact has been confirmed vide the
Additional Affidavits filed on 20th September, 2008.
Notice
of the petition was served upon the Official Liquidator for the
Transferor company. A report dated 28th August, 2008 has
been filed by the Official Liquidator and the same confirms that the
affairs of the Transferor company has not been conducted in a manner
prejudicial to the interest of its members, creditors or public
interest.
Notice
of the petition has been served upon the Central Govt. and Shri
Harin P.Raval, the learned Asst. Solicitor General appears for the
Central Govt. An affidavit dated 18th September, 2008 has
been filed by Mr.R.K. Dalmia, Deputy Registrar of Companies along
with the letter from the Regional Director dated 16th
September, 2008, whereby the only observation pertains to the filing
of Form No.61 by both the petitioner companies. Vide the affidavits
dated 20th September, 2008 filed by respective Directors
of the Petitioner Companies, the petitioner companies have placed on
record the proof as well as a copy of the said Form No.61 with the
office of the Registrar of Companies on 14th August,
2008. Considering the facts and circumstances and in light of the
aforesaid submissions, there is no reason to withhold the sanction
to the Scheme of arrangement.
Heard
Shri Harin P.Raval, learned Asst. Solicitor General appearing for
the Central Government and Smt.Swati Saurabh Soparkar, learned
advocate for the petitioner companies. Having gone through the
petitions, and being satisfied that amalgamation would be in the
interest of the companies and their members and creditors, prayers
in terms of paragraph 22(a) of the Company Petition No.210 of 2008
and Paragraph No.20(a) of the Company Petition No.211 of 2008 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 learned Asst. Solicitor General Shri Harin P.Raval.
(K.A.PUJ,
J.)
ashish//
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