C.P. No.29 of 2009 (O&M) -1- IN THE HIGH COURT FOR THE STATES OF PUNJAB AND HARYANA AT CHANDIGARH C.P. No.29 of 2009 (O&M) Date of Decision:06.02.2009 IN THE MATTER OF Dhanasingh Synthetics Pvt. Ltd., situated at 91, Kshitij Apartment, 99-Hill Road, Bandra (West), Mumbai-400 050. ...........Petitioner/Transferor Company No.1 Harnam Syntex Pvt. Ltd., situated at Dhana Singh Compound, J.B. Nagar, Andheri Kurla Road, Andheri (East) Mumbai-400 059. .......Petitioner/Transferor Company No.2 One G.M. Fabrics Pvt. Ltd., situated at 91, Kshitij Apartment, 99-Hill Road, Bandra (West), Mumbai-400 050. .......... Petitioner/Transferor Company No.3 WITH G.M. Knitting Industries Pvt. Ltd., sittuated at Village Chanalon, Post Kurali, District Ropar. ...........Petitioner/Transferee Company Present: Mr. Yashpal Gupta, Advocate for the petitioners. CORAM:HON'BLE MR. JUSTICE K. KANNAN 1. Whether Reporters of local papers may be allowed to see the judgment ? 2. To be referred to the Reporters or not ? 3. Whether the judgment should be reported in the Digest ? -.- K. KANNAN J. (ORAL) Misc. Application No.106 of 2009 Application allowed. Dispensation from filing typed/certified copies of Annexures P-2, 3, 4, 5, 6, 7, 8 and 9 is granted. C.P. No.29 of 2009 1. The petition has been filed under Sections 391 to 394 of the C.P. No.29 of 2009 (O&M) -2- Companies Act seeking for sanctioning the Scheme of Arrangement for Amalmagamation as going concern. The first Transferor Company- Dhanasingh Synthetics Pvt. Ltd. was incorporated under the provisions of Companies Act, 1956 on 14.11.1983 having its registered office at 91, Kshitij Apartment, 99-Hill Road, Bandra (West), Mumbai. The second Transferor Company was incorporated under the provisions of Companies Act, 1956 on 11.02.1998 and situated its office at Dhana Singh Compound, J.B. Nagar, Andheri Kurla Road, Andheri (East) Mumbai. The third Transferor Company was originally incorporated under the provisions of Companies Act, 1956 on 01.02.2004 in the name of G.M. Silk Pvt. Ltd. and later on changed its name to One G.M. Fabrics Pvt. Ltd. on 15.09.2006 also having its office at 91, Kshitij Apartment, 99-Hill Road, Bandra (West), Mumbai. All the Transferor Companies fall within the jurisdiction of Mumbai and it is represented that the application has been filed before that Court for approval of the Scheme. The Transferee Company is the company that falls within the jurisdiction of this Court. 2. It is seen from the record that the Transferor and Transferee Companies are closely held companies amongst the members of the same family. The shareholders are limited to 12 and they have sworn to an affidavit expressing their consent for the Scheme and also for dispensing with the meeting for consideration of the subject. There are no secured creditors and lists of unsecured creditors and sundry creditors have been annexed as Annexures P-13 and P-15 respectively. The respective letters and consent for approval of the Scheme and for dispensing with the meeting for consideration of the subject have also been filed and appended as Annexures P-14 and P-16 respectively. 3. The Auditor's Report for accounts and balance sheets for the year ending 31.03.2008 is furnished. It is seen from the Memorandum of C.P. No.29 of 2009 (O&M) -3- Association that Transferee Company is engaged in the business of manufacture and dealers of synthetics, textile, fabrics, yarn and preparing spinning, weaving, knitting etc. and the Transferor Companies are also engaged in the similar objects. 4. After due consideration of the relevant materials placed on record, I am of the opinion that the notices to the shareholders, unsecured creditors and sundry creditors may be dispensed with and the meetings for consideration of the subject of the claim are also dispensed with. 7. The petitioner shall move an appropriate petition for consideration for second motion. In the above terms, petition disposed of. (K.KANNAN) JUDGE February 06, 2009 Pankaj*