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COMP/135/2010 4/ 4 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
PETITION No. 135 of 2010
In
COMPANY
APPLICATION No. 226 of 2010
=========================================
MONACO
PETROLEUM PVT LTD - Petitioner(s)
Versus
.
- Respondent(s)
=========================================
Appearance :
MR
ABHISHEK M MEHTA for
Petitioner(s) : 1,
MR PS CHAMPANERI for Respondent(s) :
1,
=========================================
CORAM
:
HONOURABLE
MR.JUSTICE J.B.PARDIWALA
Date
: 23/03/2011
ORAL
ORDER
1. This
is a petition filed by the petitioner-Transferor Company for sanction
of a Scheme of Amalgamation of Monaco Petroleum Pvt. Ltd. (Transferor
Company) with Panama Petrochem Ltd. (the Transferee Company)
(hereinafter referred to as “the Scheme of Amalgamation”
or “the Scheme”) under Section 391 and Section 394 of the
Companies Act, 1956.
2. This
Court, vide its order dated 06.08.2010, dispensed with the
requirement of convening meetings of Shareholders and Unsecured
Creditors of the Transferor Company. The petitioner Transferor
Company does not have any Secured Creditors.
3. The
present petition was field and was admitted vide order dated
25.08.2010. The public notices for the petition were duly advertised
in the newspapers and affidavit dated 22.10.2010 confirms the same.
4. Despite
the public notices, no one has come forward with any objections to
the said petition.
5. Notice
of the petition has been served upon the Central Government and Mr. P
S Champaneri, learned standing counsel appears for the Central
Government. An affidavit dated 11.03.2011 is filed by Mr. Nahta the
Regional Director dated 11.03.2011 whereby the Central Government has
no objection for the proposed scheme of Amalgamation.
6. Notice
of the petition has been served upon the Official Liquidator and
Official Liquidator appointed one M/s. Amal Datt & Associates,
Chartered Accountants, for carrying out the above investigation work
and after scrutiny of the Books of Account and affairs of the above
Company, have submitted their investigation report dated 31.01.2011
and based on the report of the Chartered Accountants, Official
Liquidator filed his report in Company Petition No. 135 of 2010
stating that the affairs of the Transferor Company have not been
conducted in a manner prejudicial to the interest of its members or
to the public interest and accordingly the petitioner-Transferor
Company may be dissolved. The learned Regional Directors had
submitted that the transferee company is required to prepare its
account after amalgamation as per account in standard 14 notified by
the Central Government. The learned counsel of transferee company
drew my attention to para 11 of the scheme of amalgamation and
submitted that para 11 of the scheme clearly provides that the
transferee company will comply with accounting standard 14 while
preparing its account after amalgamation. In view of submission made
by the learned counsel, I am satisfied that the points raised by the
learned Regional Director have been duly answered and the objections
raised by the Regional Director do not survive.
7. Upon
perusal of the entire material placed on record, the scheme appears
to be fair and reasonable and is not violative of any provisions of
law and is not contrary to any public policy. None of the parties
concerned have come forward to oppose the scheme.
8. The
Registered Office of the Transferee Company-Panama Petrochem Ltd is
situated at Plot No. 3303, GIDC Estate, Ankleshwar 393 002, in the
state of Gujarat which falls under the jurisdiction of this High
Court. It is informed that the Transferee Company has already moved
2nd motion petition being C.P. No. 156 of 2010 connected
with C.A. No. 227 of 2010 before this High Court. The counsel of the
petitioner company has informed this Court that the case was listed
today in the same Court.
9. Having
heard Mr. Abhishek M Mehta, learned advocate appearing for the
petitioner Transferee Company and Mr. P.S.Champaneri, Central
standing counsel appearing for the Central Government and report
submitted by the Official Liquidator and having gone through the
petition and being satisfied that the arrangement would be in the
interest of the companies and their members and creditors, prayers in
terms of the prayer clause are hereby granted.
10. It
is directed that the record of merged company shall be preserved for
five years from the date of this order.
11. The
petition is accordingly disposed of.
12. So
far as the cost to be paid to the Central Government Counsel is
concerned, the same is quantified at Rs. 7500/-. The
same may be directly paid to the learned standing counsel, Mr. P S
Champaneri, appearing for the Central Government.
Petitioner-Transferor Company was also directed to pay Rs. 5,000/- to
the Official Liquidator for submitting his report.
[J.B.PARDIWALA,
J.]
JYOTI
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