IN THE HIGH COURT OF GUJARAT AT AHMEDABAD COMPANY PETITION No 320 of 2000 CONNECTED WITH COMPANY APPLICATION No 377 of 2000 For Approval and Signature: Hon'ble MR.JUSTICE RAVI R. TRIPATHI ============================================================ 1. Whether Reporters of Local Papers may be allowed : YES to see the judgements? 2. To be referred to the Reporter or not? : NO 3. Whether Their Lordships wish to see the fair copy : NO of the judgement? 4. Whether this case involves a substantial question : NO of law as to the interpretation of the Constitution of India, 1950 of any Order made thereunder? 5. Whether it is to be circulated to the Civil Judge? : NO -------------------------------------------------------------- ATLAS WIRES LIMITED And PRECISION WIRES INDIA LIMITED -------------------------------------------------------------- Appearance: MR GN SHAH for Petitioner -------------------------------------------------------------- CORAM : MR.JUSTICE RAVI R. TRIPATHI Date of decision: 14/03/2001 ORAL JUDGEMENT This is a petition filed by Atlas Wires Ltd. (the transferor Company) for sanction of a Scheme of Amalgamation of the Transferor Company with Precision Wires India Ltd. (the transferee Company) under Section 391 read with Section 394 of the Companies Act, 1956. The petition gives details of the advantages that would flow by virtue of the amalgamation of these Companies. 2. All the shareholders of the Company and the secured and unsecured creditors of the transferor Company have given their consents in writing to the Scheme of Amalgamation. The transferor Company had undertaken to put on record the consent letters of the secured creditors alongwith the petition. Hence, the meetings of the shareholders and creditors of the Company were dispensed with by this Court vide the order dated 19.10.2000 passed in Company Application No. 377 of 2000. The said consent letters of the secured creditors were brought on record at the time of filing of the petition. 3. After the petitions were admitted they were duly advertised in the newspapers and the publication in the Government Gazette was dispensed with as directed in the order dated 26.12.2000. 4. Notice of the petition has been served upon the Central Government and Smt. PJ Davawala, Standing Counsel appears for the Central Government. She has indicated that the Central Government does not propose to object to the Scheme of Amalgamation. 5. Notice of the petition of the transferor Company have also been served upon the Official Liquidator as required under 2nd proviso to Section 394(1) of the Act and the Official Liquidator has filed his Report dated 2.3.2001 stating that the affairs of the Transferor Company have not been conducted in a manner prejudicial to its members or to public interest. 6. I have heard Mr GN Shah, learned advocate for the petitioner Company. Having gone through the petition, I am satisfied that amalgamation would be in the interest of the Company and its members. Under the circumstances, the Scheme of Amalgamation (Annexure "A" to the petition) is sanctioned. Prayer in terms of para 25 is granted. 7. The petition is disposed of accordingly. So far as the Costs to be paid to the Central Government Standing Counsel is concerned, I quantify the same at Rs.2,500/- (Rupees Two thousand five hundred only) and the same is to be paid to Smt PJ Davawala. The Office is directed to make available the certified copy of this order to the learned advocate within one week from today. (Ravi R. Tripathi, J.) sundar/-