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COMP/177/2010 4/ 4 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
PETITION No. 177 of 2010
In
COMPANY
APPLICATION No. 270 of 2010
======================================
METROCHEM
INDUSTRIES LIMITED - Petitioner(s)
Versus
.
- Respondent(s)
======================================
Appearance :
MRS
SWATI SOPARKAR for Petitioner(s) : 1,
None for Respondent(s) :
1,
======================================
CORAM
:
HONOURABLE
MR.JUSTICE ANANT S. DAVE
Date
: 31/01/2011
ORAL
ORDER
1.
This is a petition filed for the sanction of the Scheme of
arrangement in the nature of amalgamation of Metrochem Industries
Limited, the Petitioner Transferor Company with Global Boards
Limited, the Transferee Company under section 391 read with Section
394 of the Companies Act, 1956. It has been submitted that the
Transferee Company is a listed company and having its registered
office in Mumbai has taken out the necessary proceedings before the
Bombay High Court. It has been submitted that both the companies are
listed public limited companies and No Objection Certificate for the
proposed scheme has been obtained from the concerned stock exchange
before filing the necessary proceedings before the respective High
Courts. The petition as well as the scheme provide the rationale and
objective for the proposal of Scheme of Arrangement.
Vide
the Order dated 27th September 2010 passed in the Company
Application No. 270 of 2010, separate meetings of the Equity
Shareholders and Unsecured Creditors of the petitioner company were
directed to be convened. It has been pointed out that the said
meetings were duly convened on 18th November 2010. My
attention is drawn to the Chairman s report dated 29th
November 2010 placed on record. Perusal to the same indicates that
at the respective meetings, a minor modification was suggested in
the scheme which pertains to the reduction of capital of the
Transferee Company and in order to rectify an inadvertent error in
the ratio at which the shares of the Transferee Company shall be
reduced. The said modification was duly accepted by the shareholders
as well as creditors and accordingly the modified scheme was
approved unanimously i.e. 100% in number and 100% in value, by the
concerned parties viz. Equity Shareholders and Unsecured Creditors
of the Petitioner company. The said Modified Scheme has been placed
on record as Annex. E-1 to the present petition.
3.
It has been further submitted that the petition was admitted vide
order dated 9th December 2010. The public notice for the
same were duly advertised in the newspapers Indian Express, English
daily, and Sandesh, Gujarati daily both Ahmedabad editions dated 18th
December 2010 and the publication in the Government
gazette was dispensed with. Affidavit dated 21st December
2010 confirms the same. No one has come forward with any objections
to the said petition even after the publication. The same has been
further confirmed by the additional affidavit dated 28th
January 2011.
4.
Notice of the petition of the Petitioner Company was
served upon the Official Liquidator attached to Gujarat High Court.
Vide the report dated 27th January 2011, filed by the
Official Liquidator, it is observed that the affairs of the
Transferor company have not been conducted in a manner prejudicial to
the interest of their members or to the public interest.
5.
Notice of the petition have been served upon the Central Govt.
and Shri P.S. Champaneri, Additional Solicitor General, appears for
the Central Govt. An affidavit dated 21st January 2011 is
filed by Mr. Uttam Chand Nahta, the Regional Director, North Western
Region, Ministry of Corporate Affairs, where the only observation
pertain to the Appointed Date as prescribed in the scheme as
1st April 2009. The petitioner vide the Additional
Affidavit dated 28th January 2011 has submitted that there
is no legal bar against the same and the same has been duly approved
by the stake holders of both the companies. It has been further
submitted during the course of the hearing that the same view has
been expressed by the Division bench of our High Court in order dated
23rd September 2009 in O. J. Appeal no. 65 of 2009 in the
matter of Balaji Insulators Private Limited. In view of the same, the
observation of the Regional Director is overruled. The other
observation pertains to the unnamed and unsigned letter to the
Regional Director raising objection to the previously sanctioned
scheme of the petitioner company, the same has been found to be
irrelevant by the Regional Director and it is not necessary to
consider the same.
6.
I have heard Smt. Swati Soparkar, advocate for the
petitioner company and Shri P.S. Champaneri, Additional Solicitor
General,for the Central Govt.. Considering the affidavits placed on
record, and the submissions made in this regard, I am satisfied that
the observations made by the Regional Director do not survive and
the scheme of arrangement would be in the interest of the companies,
their members, creditors as well as in the public interest and the
same deserves to be sanctioned. The Modified Scheme is hereby
sanctioned. Prayers in terms of paragraph 25(a) of the petition are
hereby granted.
7.
The petition is disposed of accordingly. So far as the costs to
be paid to the Central Govt. Standing Counsel is concerned, I
quantify the same at Rs. 7,500/- per petition. The same may be paid
to the learned advocate Shri P.S. Champaneri, Additional Solicitor
General, appearing for the Central Govt. An amount of Rs. 5,000/-
shall be paid to the Office of the Official Liquidator towards costs.
(ANANT
S. DAVE, J.)
(swamy)
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