COMP/113/2008 1/5 JUDGMENT IN THE HIGH COURT OF GUJARAT AT AHMEDABAD COMPANY PETITION No. 113 of 2008 In COMPANY APPLICATION No. 229 of 2008 WITH COMPANY PETITION No. 114 of 2008 In COMPANY APPLICATION No. 230 of 2008 WITH COMPANY PETITION No. 115 of 2008 In COMPANY APPLICATION No. 231 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 ? 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 ==================================== COMP/113/2008 2/5 JUDGMENT MANISH MULTI PACKFILMS PRIVATE LIMITED- Petitioner Versus - Respondent ==================================== Appearance : MRS SWATI SOPARKAR for Petitioner. MR HARIN P RAVAL for Respondent. ==================================== CORAM : HONOURABLE MR.JUSTICE K.A.PUJ Date : 07/10/2008 ORAL COMMON JUDGMENT 1. These are the petitions filed by the petitioner companies for sanction of a Scheme of arrangement in the nature of amalgamation of two Transferor Companies viz. Manish Multi Packfilms Private Limited and Vikas Metalizers Private Limited with Manish Packaging Private Limited, the Transferee Company under Section 391 read with Section 394 of the Companies Act, 1956. All the petitioner Companies belong to the same group of management. 2. Vide respective orders dated 28th March, 2008 passed in Company Application Nos.229, 230 & 231 of 2008, meetings of the Equity Shareholders and Creditors were dispensed with in case of the first Transferor Company, the meeting of the Equity Shareholders COMP/113/2008 3/5 JUDGMENT were dispensed with in view of the written consent letters placed on record and there was no Secured and Unsecured Creditors of the second Transferor Company. Similarly, vide said order passed for the Transferee Company, meeting of the Equity Shareholders was dispensed with in view of the written consent letters placed on record. 3. The petitions were admitted vide order dated 09th April, 2008. The public notices for the same were duly advertised in the newspapers 'The Indian Express” English daily, Ahmedabad edition dated 23rd April, 2008 and “Gujarat Mitra” Gujarati daily, Surat edition dated 22nd April, 2008 and the publication in the Government Gazette was dispensed with. Affidavits dated 28th April, 2008 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 21st September, 2008 annexed collectively to the petition for the Transferee Company. COMP/113/2008 4/5 JUDGMENT 4. Notice of the petition of the Transferor Companies were served upon the Official Liquidator attached to this Court. Vide separate reports dated 28th August, 2008 filed by the Official Liquidator for both the Transferor Companies, it is observed that the affairs of the respective Transferor Companies have not been conducted in a manner prejudicial to the interest of their members or to the public interest. 5. Notice of the petitions have been served upon the Central Government and Shri Harin P. Raval, learned Assistant Solicitor General appears for the Central Government. An affidavit dated 18th September, 2008 filed by Mr. R. K. Dalmia, Deputy Registrar of Companies along with the letter of the Regional Director dated 16th September, 2008 whereby the only observation pertains to the latest financial reports of the petitioner companies. The said issue is dealt with by the additional affidavits dated 21st September, 2008 filed by the Director of the Transferee Company. The provisional Balance Sheets of all the companies as on 31st March, 2008 have been placed on record. COMP/113/2008 5/5 JUDGMENT 6. Heard Smt. Swati Soparkar, learned advocate appearing for the petitioner Companies and Shri Harin P. Raval, learned Assistant Solicitor General. Having gone through the petitions and being satisfied that amalgamation would be in the interest of the companies and their members and creditors. Prayer in terms of paragraph 15 (a) of the respective petitions are hereby granted. 7. All the three petitions are disposed of accordingly. So far as the costs to be paid to the Central Government, the Assistant Solicitor General is concerned, the same are quantified at Rs.3,500/- per petition. The same may be paid to the learned advocate Shri Harin P. Raval. Sd/- [K. A. PUJ, J.] Savariya