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COMP/5/2010 5/ 5 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
PETITION No. 5 of 2010
In
COMPANY
APPLICATION No. 426 of 2009
With
COMPANY
PETITION No. 6 of 2010
In
COMPANY
APPLICATION No. 427 of 2009
=========================================================
PEARL
STOCKHOLDINGS 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 K.A.PUJ
Date
: 29/06/2010
ORAL ORDER
These are the petitions
filed by the petitioner companies for sanction of a Scheme of
arrangement in the nature of Amalgamation, amalgamating Transferor
Company, viz. Pearl Stockholdings Pvt. Ltd., with Nila
Infrastructures Ltd., the transferee Company under Section-391 read
with Section-394 of the Companies Act, 1956. Both the petitioner
Companies belong to the same group of management. The amalgamation
is proposed for synergic benefits as some of the activities of both
the companies are interconnected.
It has been pointed out
that in case of the Transferor company, vide the order dated
19.11.2009 passed in the Company Application No.426 of 2009,
meetings of the equity shareholders, sole secured creditor and
unsecured creditors of the transferor company were dispensed with in
view of the written consent letters from all of them being placed on
record.
Whereas in case of the
transferee company, vide the order dated 19.11.2009 passed in
Company Application No.427 of 2009, the directions were issued for
convening the meetings of the equity shareholders of the transferee
company. The said meeting was duly convened on 26.12.2009 and the
proposed scheme was unanimously approved at the said meeting. The
aforesaid result was placed on record vide the Chairman’s report and
affidavit dated 31.12.2009.
The petitions were
admitted vide order dated 11.1.2010. The public notices for the
same were duly advertised in the newspapers ‘Indian Express’,
English daily, and ‘Divya Bhaskar’ Gujarati daily, both Ahmedabad
editions dated 28.1.2010 and the publication in the Government
gazette was dispensed with. Affidavit dated 29.1.2010 confirms the
same. No one 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 31.3.2010.
Notice of the petition of
the transferor company was served upon the Official Liquidator
attached to this Court. Vide the report dated 2.3.2010, filed by the
Official Liquidator he has confirmed that the affair of the Company
has not been conducted in a manner prejudicial to its members, or
the public interest.
Notice of the petitions
have been served upon the Central Government and Shri
P.S.Champaneri, the learned Asstt. Solicitor General appears for the
Central Government. An affidavit dated 23.3.2010 has been filed by
Mr.Rakesh Chandra, Regional Director, Western Region, Ministry of
Corporate Affairs, whereby it is reported that the scheme is not
prejudicial to the interest of shareholders and public.
Considering the aforesaid
affidavits, submissions and the reports, I am satisfied that the
scheme of arrangement would be in the interest of the companies and
their members and creditors. The aforesaid scheme is hereby
sanctioned. Prayers in terms of paragraph-15 in case of Company
Petition No.5 of 2010 and paragraph-20 in case of Company Petition
No.6 of 2010 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, I quantify the
same at Rs.5,000/- per petition. The same shall be paid to the Shri
P.S.Champaneri. The cost of Rs.4,000/- shall be paid to the Office
of the Official Liquidator for the transferor Company.
(K. A. PUJ, J.)
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