COMP/21020/2008 1/5 JUDGMENT IN THE HIGH COURT OF GUJARAT AT AHMEDABAD COMPANY PETITION No. 210 of 2008 In COMPANY APPLICATION No. 332 of 2008 With COMPANY PETITION No. 211 of 2008 In COMPANY APPLICATION No. 333 of 2008 For Approval and Signature: HONOURABLE MR.JUSTICE K.A.PUJ ========================================================= 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 ? ========================================================= MAHALAXMI FABRIC MILLS PVT LTD - Petitioner(s) Versus . . - Respondent(s) ========================================================= Appearance : MRS SWATI SOPARKAR for Petitioner(s) : 1, MR HARIN P RAVAL for Respondent(s) : 1, ========================================================= CORAM : HONOURABLE MR.JUSTICE K.A.PUJ Date : 06/10/2008 ORAL JUDGMENT 1. These are petitions filed by two petitioner COMP/21020/2008 2/5 JUDGMENT companies for sanction of a Scheme of Arrangement in the nature of amalgamation of Mahalaxmi Fabric Mills Private Limited with Mahalaxmi Rubtech Limited under Section 391 to Section 394 of the Companies Act, 1956. 2. It has been submitted that the Transferor Company is a private limited company and the Transferee Company is a listed public limited company and both belong to the same group of management. The Transferor Company is dealing in the business of Fabric Processing and undertakes job work for various business houses. The Transferee Company is engaged in two separate commercial activities through two separate divisions namely Rubber division and Textile division. Both the companies are profit making companies. The amalgamation is proposed for achieving synergic advantages and consolidation of operations. 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 the Equity Shareholders of the Transferor Company through written consent letters and hence vide the order dated 14th May, 2008, the meeting of the shareholders of the Transferor Company were dispensed with. Whereas the proposed scheme was put for consideration of the Secured and Unsecured Creditors of the Transferor company and Equity Shareholders of the Transferee Company, at the respective meetings held on 7th and 8th July, 2008 which were convened pursuant to the directions issued by this Court vide COMP/21020/2008 3/5 JUDGMENT orders passed on 14th May, 2008 in company application No.332 and 333 of 2008 respectively. The proposed scheme was unanimously approved at the respective meetings. The Chairman's reports have been duly filed on 11th July, 2008 giving the result of the said meetings. 4. After the petitions were admitted, the same were duly advertised in the newspapers. The said publication for the Transferor Company was made in 'The Indian Express' and 'Loksatta-Jansatta' both Ahmedabad editions of 1st August, 2008 and for the Transferee Company was made in the 'The Indian Express' and 'Divya Bhaskar' both Ahmedabad editions of 1st August, 2008. The publication in the Government gazette was dispensed with as directed in the order dated 22nd July, 2008. Affidavits dated 14th August, 2008 has been filed confirming the said publications. No one has come forward with any objections to the said petitions even after the publication. The said fact has been confirmed vide the Additional Affidavits filed on 20th September, 2008. 5. Notice of the petition was served upon the Official Liquidator for the Transferor company. A report dated 28th 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 COMP/21020/2008 4/5 JUDGMENT Central Govt. and Shri Harin P.Raval, the learned Asst. Solicitor General appears for the Central Govt. An affidavit dated 18th September, 2008 has been filed by Mr.R.K. Dalmia, Deputy Registrar of Companies along with the letter from the Regional Director dated 16th September, 2008, whereby the only observation pertains to the filing of Form No.61 by both the petitioner companies. Vide the affidavits dated 20th September, 2008 filed by respective Directors of the Petitioner Companies, the petitioner companies have placed on record the proof as well as a copy of the said Form No.61 with the office of the Registrar of Companies on 14th August, 2008. Considering the facts and circumstances and in light of the aforesaid submissions, there is no reason to withhold the sanction to the Scheme of arrangement. 7. Heard Shri Harin P.Raval, learned Asst. Solicitor General appearing for the Central Government and Smt.Swati Saurabh Soparkar, learned advocate for the petitioner companies. Having gone through the petitions, and being satisfied that amalgamation would be in the interest of the companies and their members and creditors, prayers in terms of paragraph 22(a) of the Company Petition No.210 of 2008 and Paragraph No.20(a) of the Company Petition No.211 of 2008 are hereby granted. 8. The petitions are disposed of accordingly. So far as the costs to be paid to the Central Government Standing Counsel is concerned, the same are quantified at Rs.3,500/- per petition. The same may COMP/21020/2008 5/5 JUDGMENT be paid to learned Asst. Solicitor General Shri Harin P.Raval. (K.A.PUJ, J.) ashish//