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COMP/217/2007 4/ 5 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
PETITION No.217 of 2007
With
COMPANY
PETITION No.218 of 2007
==========================================================
OSWAL
INDUSTRIES LIMITED - Petitioner
Versus
-
Respondents
==========================================================
Appearance
:
MRS SWATI SOPARKAR for
Petitioner.
MR M. IQBAL A. SHAIKH, Central Govt. Counsel for
Respondent.
==========================================================
CORAM
:
HONOURABLE
MR. JUSTICE BANKIM N. MEHTA
Date
: 27/06/2008
ORAL
ORDER
Both
these petitions are filed by the two petitioner companies for
sanction of a scheme of arrangement in the nature of amalgamation of
Hirmani Intrade Private Limited ? the transferor company with Oswal
Industries Limited ? the transferee company, under Sections 391 to
394 of the Companies Act, 1956.
2. It
has been submitted that the transferor company is a private limited
company and is engaged in the business of trading of engineering
products of mild steel and stainless steel. It is a profit making
company. The transferee company is a listed public limited company
and the shares are listed at Ahmedabad Stock Exchange and Saurashtra
Kutch Stock Exchange. It is engaged in the business of manufacturing
and marketting of mild steel and stainless steel castings and
industrial valves and trading of scraps and fittings. It is a profit
making company with future prospects for growth. The amalgamation is
proposed for achieving synergic advantage and consolidation of
operations. The petitions give details of the advantages that would
flow by virtue of the amalgamation of these companies.
3. The
proposed scheme was put for consideration of the equity shareholders
and unsecured creditors of the transferor company and all of them had
given the written consent to the proposed scheme. There being no
secured creditors of the company, the meetings of the equity
shareholders and unsecured creditors were dispensed with by order
dated 25.10.2007 passed in Company Application No.481 of 2007. The
proposed scheme was put for consideration of the equity shareholders
of the transferee company, at the meeting held on 23.11.2007, which
was convened pursuant to the directions issued by this Court vide
order passed on 18.10.2007 in Company Application No.480 of 2007. The
scheme was approved unanimously at the meeting. The Chairman’s
reports have been duly filed on 30.11.2007 giving the result of the
said meeting.
4. After
the petitions were admitted, the same were duly advertised in the
newspapers being ?SIndian Express?? and ?SGujarat Samachar?? both
Ahmedabad Edition of 20.12.2007 and the publication in the Government
Gazette was dispensed with as directed in the order dated 10.12.2007.
Affidavit dated 21.01.2008 has been filed confirming the said
publications. No one has come forward with any objection to the said
petitions even after the publication. The said fact has been
confirmed by the additional affidavit filed on 12.05.2008.
5. Notice
of the petition was served upon the Official Liquidator for the
transferor company. A report dated 23.04.2008 has been filed by the
Official Liquidator and the same confirms that the affairs of the
transferor company have not been conducted in a manner prejudicial to
the interest of its members, creditors and public interest.
6. Notice
of the petition has been served upon the Central Government and
Mr.M.Iqbal A. Shaikh, learned Central Government Counsel, appears for
the Central Government. An affidavit dated 26.03.2008 has been filed
by Mr.R.K.Dalmia, Deputy Registrar of Companies, along with the
letter from the Regional Director dated 24.03.2008 whereby the
petitioner companies are required to place before this Court the
latest financial results. The petitioner companies have submitted the
same in form of unaudited provisional balance sheet as on 31.03.2008
along with the affidavit dated 12.05.2008 filed by the Directors of
the respective petitioner companies. It has been submitted by
Smt.Swati Soparkar, learned advocate appearing for the petitioner
companies, that all the statutory and regulatory compliances are made
by the petitioner companies. Considering the said facts and
circumstances and in the light of the aforesaid submissions, there is
no reason to withhold the sanction to the scheme of arrangement.
7. Heard
Smt.Soparkar, learned advocate for the petitioner companies and
Mr.Shaikh, learned Central Government Counsel for the Central
Government.
8. Having
gone through the petitions and being satisfied that amalgamation
would be in the interest of the companies and their members and
creditors, the prayers in terms of paragraph 20(a) of the Company
Petition No.217 of 2007 and paragraph 15(a) of the Company Petition
No.218 of 2007 are hereby granted.
9. The
petitions are disposed of. So far as the costs to be paid to the
Central Government Counsel is concerned, the same is quantified at
Rs.3,500=00 for each petition. The same may be paid to the learned
Central Government Counsel.
[Bankim
N. Mehta, J.]
Rajendra
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