COMP/233/2007 1/7 JUDGMENT IN THE HIGH COURT OF GUJARAT AT AHMEDABAD COMPANY PETITION No. 233 of 2007 WITH COMPANY PETITION No. 234 of 2007 COMPANY PETITION No. 235 of 2007 COMPANY PETITION No. 236 of 2007 For Approval and Signature: HONOURABLE MR. JUSTICE K.A.PUJ Sd/- ==================================== 1. Whether Reporters of Local Papers may be allowed to see the judgment ? YES 2. To be referred to the Reporter or not ? NO 3. Whether their Lordships wish to see the fair copy of the judgment ? NO 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 ? NO 5. Whether it is to be circulated to the civil judge ? NO ==================================== HAVMOR FOODS PVT. LTD. (HFPL) - Petitioner Versus . - Respondent ==================================== COMP/233/2007 2/7 JUDGMENT Appearance : MR AR MAJMUDAR for Petitioners. MR IQBAL A SHAIKH, Central Govt. Counsel for Registrar of Companies. ==================================== CORAM : HONOURABLE MR.JUSTICE K.A.PUJ Date : 27/03/2008 COMMON ORAL JUDGMENT 1. All these petitions are filed by the petitioner Companies for sanctioning scheme of amalgamation of three transferor companies with one transferee company. Since common issue is involved in all the four petitions, they are being disposed of by this common judgment. 2. Havmor Foods Private Limited, Space Cold Storages Private Limited, Havmor Distributors Private Limited are the Transferor Companies and Havmor Ice Cream Limited is the Transferee Company. All the Transferor Companies are to be amalgamated in the Transferee Company under the Scheme of Amalgamation. 3. Havmor Foods Private Limited (Transferor COMP/233/2007 3/7 JUDGMENT Company) filed Company Petition No. 233 of 2007 seeking sanction of the scheme. The Transferor Company filed Company Application No. 543 of 2007 seeking dispensation of the meeting of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company. This Court, vide order dated 18.12.2007 passed in Company Application No.543 of 2007 dispensed with the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors. 4. Space Cold Storages Private Limited (Transferor Company) filed Company Petition No.234 of 2007 seeking sanction of the scheme. The Transferor Company filed Company Application No. 544 of 2007 seeking dispensation of the meeting of the Equity Shareholders and Unsecured Creditors. The Company has also made declaration that there is no Secured Creditor of the Company. This Court, vide order dated 7.12.2007 passed in Company Application No.544 of 2007 dispensed with the meetings of the Equity Shareholders and Unsecured Creditors. COMP/233/2007 4/7 JUDGMENT 5. Havmor Distributors Private Limited (Transferor Company) filed Company Petition No. 235 of 2007 seeking sanction of the scheme. The Transferor Company filed Company Application No. 545 of 2007 seeking dispensation of the meeting of the Equity Shareholders and unsecured creditors. The Company has also made declaration that there is no Secured Creditor of the Company. This Court, vide order dated 07.12.2007 passed in Company Application No. 545 of 2007 dispensed with the meetings of the Equity Shareholders and Unsecured Creditors. 6. Havmor Ice Cream Limited (Transferee Company) filed Company Petition No.236 of 2007 seeking sanction of the scheme. The Transferee Company filed Company Application No. 546 of 2007 seeking dispensation of the meetings of the Equity Shareholders, Secured and Unsecured Creditors. This Court, vide order dated 07.12.2007 passed in Company Application No. 546 of 2007 dispensed with the meetings of the Equity Shareholders, Secured and COMP/233/2007 5/7 JUDGMENT Unsecured Creditors. 7. All the Company Petitions came to be admitted by this Court on 27.12.2007 and directed publication of notice of hearing of the petitions in English Daily 'Indian Express' and Gujarati Daily 'Jansatta' both Ahmedabad editions. The Court also issued notice to the Regional Director, Western Region, Department of Company Affairs, Bombay as also the Official Liquidator in case of Transferor Companies. 8. Pursuant to the notice of the Official Liquidator in respect of each of the transferor Companies, reports dated 26.03.2008 are filed by the Official Liquidator. The reports of the Official Liquidator confirm that the affairs of the Companies have not been conducted in a manner prejudicial to the interest of their members or the public interest. 9. In response to the notice to the Regional Director, Western Region, Department of Company Affairs, Shri Iqbal A. Sheikh, Central Government standing counsel COMP/233/2007 6/7 JUDGMENT has appeared and has filed Affidavit of Shri N. K. Dalmiya, Deputy Registrar of Companies dated 11.03.2008 along with a copy of letter addressed by the Joint Director (Technical) for Regional Director to the Registrar of Companies, Gujarat. A perusal of the affidavit filed by the Deputy Registrar of Companies would disclose that there is only one objection and that is filing of latest financial statement before the Court at the time of hearing of the petitions. In response to this, on behalf of each of these four petitions, affidavit is filed on 13.03.2008 enclosing therewith the latest financial position of the Company in the form of Balance-sheet as on 31.03.2007. 10.Heard Mr. A. R. Majmudar, learned advocate appearing for the petitioner and Mr. Iqbal A Shaikh learned Central Government counsel and perused the scheme of amalgamation. The Court has also gone through the report submitted by the Official Liquidator in respect of each of the three transferor companies as well as the affidavit filed by the Deputy Registrar of Companies in respect of the four companies. Both the COMP/233/2007 7/7 JUDGMENT authorities have observed that the scheme is neither prejudicial to the interests of members and creditors nor to the public at large. The Court therefore sanctions the scheme of amalgamation at Annexure C to the petitions. All these petitions are accordingly disposed off. 11.The cost of Central Government counsel is quantified at Rs 3,500/- per petition. Liberty is given to the Company to pay the amount of cost directly by drawing a cheque in favour of Central Government Counsel Mr. Iqbal Sheikh. Sd/- [K. A. PUJ, J.] Savariya