COMP/16220/2008 1/4 JUDGMENT IN THE HIGH COURT OF GUJARAT AT AHMEDABAD COMPANY PETITION No. 162 of 2008 In COMPANY APPLICATION No. 327 of 2008 For Approval and Signature: HONOURABLE MS.JUSTICE H.N.DEVANI ========================================= = 1 Whether Reporters of Local Papers may be allowed to see the judgment ? 2 To be referred to the Reporter or not ? 3 Whether their Lordships wish to see the fair copy of the judgment ? 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 ? 5 Whether it is to be circulated to the civil judge ? ========================================= = DODSAL INDUSTRIES PRIVATE LIMITED - Petitioner(s) Versus . - Respondent(s) ========================================= = Appearance : MRS SWATI SOPARKAR for Petitioner(s) : 1, MR IQBAL SHAIKH, Central Government Standing Counsel for Respondent(s) : 1, ========================================= = CORAM : HONOURABLE MS.JUSTICE H.N.DEVANI Date : 09/09/2008 COMP/16220/2008 2/4 JUDGMENT ORAL JUDGMENT This is a petition filed by the petitioner company for sanction of a Scheme of arrangement in the nature of Amalgamation of Dodsal Industries Private Limited (the Petitioner Transferor Company) and Nandlal Kilachand Investments Private Limited with Dodsal Engineering & Construction Private Limited under Section 391 read with Section 394 of the Companies Act, 1956. It has been submitted that since the other Transferor Company and the Transferee Company have their registered offices in Bombay the separate proceedings for these Companies were taken out in the Bombay High Court and vide the order passed on 29th August, 2008, the proposed scheme has been sanctioned by the Bombay High Court. 2. The Petitioner Transferor Company is currently not engaged in any material commercial activity. It is the wholly owned subsidiary of the Transferee Company. Since all the three companies belong to the same group, the management of these companies thought it appropriate to reduce the number of entities through merger and strengthen the balance sheet of the Transferee Company. The petition gives details of the advantages that would flow by virtue of the amalgamation of these companies. 3. The proposed scheme was approved by all the Equity Shareholders of the Petitioner Company i.e. the Holding Transferee Company and its nominee through written consent letters which were placed on record. Similarly the sole Unsecured Creditor also approved the scheme through written consent letter which was placed on record. It has been pointed out that there are no secured creditors of the petitioner company. Hence the meetings of the COMP/16220/2008 3/4 JUDGMENT concerned parties were dispensed with vide the order dated 09.05.2008 passed in Company Application No.327 of 2008. 4. After the petition was admitted, the same was duly advertised in the newspapers being 'Loksatta-Jansatta' and 'Indian Express' both Vadodara edition of 24th And 25th June, 2008 and the publication in the Government Gazette was dispensed with as directed in the order dated 15th May, 2008. No one has come forward with any objections to the said petition even after the publication. The said fact has been confirmed vide the Additional Affidavit filed on 2nd September, 2008. 5. Notice of the petition has been served upon the Official Liquidator for the Transferor company. A report dated 29th August, 2008 has been filed by the Official Liquidator and the same confirms that the affairs of the Transferor company has not been conducted in a manner prejudicial to the interest of its members, creditors or public interest. 6. Notice of the petition has been served upon the Central Government and Mr. Iqbal Shaikh, Central Government Counsel appears for the Central Government. An affidavit dated 28th August, 2008 has been filed by Mr. R.K. Dalmia, Deputy Registrar of Companies wherein no objection has been raised to the Scheme. It is stated that this court may call for the latest financial statement of the petitioner Company. Vide the Additional Affidavit dated 2nd September, 2008, the petitioner Company has placed on record a copy of its Provisional Balance Sheet as on 31st March, 2008. 7. Heard Smt. Swati Saurabh Soparkar, learned advocate for the petitioner Company and Shri Iqbal Shaikh, learned counsel for the Central Government. Having gone through the petition, and being satisfied that amalgamation would be in the interest of the COMP/16220/2008 4/4 JUDGMENT companies and their members and creditors, prayers in terms of paragraph 27 of the petition are hereby granted. 8. The petition is disposed of accordingly. So far as the costs to be paid to the Central Government Counsel are concerned, the same are quantified at Rs.3,500/- per petition. The same may be paid to learned advocate Shri Iqbal Shaikh. ( H.N. Devani, J. ) hki