COMP/47/2008 1/5 JUDGMENT IN THE HIGH COURT OF GUJARAT AT AHMEDABAD COMPANY PETITION No. 47 of 2008 With COMPANY PETITION No. 48 of 2008 For Approval and Signature: HONOURABLE MR.JUSTICE C.K.BUCH ========================================================= 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 ? ========================================================= ESQUIRE EQUIPMENTS PVT. LTD. - Petitioner(s) Versus . - Respondent(s) ========================================================= Appearance : MRS SANGEETA N PAHWA for Petitioner(s) : 1, MR SHAIKH for Central Government ========================================================= CORAM : HONOURABLE MR.JUSTICE C.K.BUCH Date : 01/08/2008 COMMON ORAL JUDGMENT 1. Heard Mrs. Sangeeta N. Pahwa, learned counsel appearing for the petitioners and Mr. Shaikh, learned counsel appearing for the Central COMP/47/2008 2/5 JUDGMENT Government. 2. Both the present petitions are filed seeking sanction of Scheme of Amalgamation of Esquire Equipments Pvt. Ltd with Esquire Machines Pvt.Ltd. 3. Esquire Equipments Pvt. Ltd filed Company Application No. 45 of 2008 seeking dispensation of the meetings of shareholders and unsecured creditors on the ground that consent of all the shareholders and unsecured creditors has been obtained. It was submitted that the petitioner does not have any secured creditor. This Court vide order dated 30.1.2008 made in Company Application No. 45/2008 ordered dispensation of meeting of the shareholders and unsecured creditors. 4. Esquire Machines Pvt. Ltd filed Company Application No. 46 of 2008 seeking dispensation of the meetings of shareholders on the ground that consent of all the shareholders has been obtained. It was stated that this being Transferee Company, meeting of the creditors was not required to be held. This Court, vide order dated 30.1.2008 made in Company Application No. 46 of 2008 ordered dispensation of meeting of the shareholders and also observed that this being Transferee Company, meeting of creditors is not required to be held. 5. The petitioners thereafter filed Competition Petitions seeking sanction of the Scheme of Arrangement. COMP/47/2008 3/5 JUDGMENT 6. This Court, vide order dated 11.2.2008 made the order of admission of all the petitions and directed issuance of notice to the Regional Director in case of both the companies and notice to Official Liquidator in case of Transferor Company. This Court also directed publication of notice of petition in Gujarati daily “Sandesh” and English daily “Indian Express” both Baroda editions. 7. Pursuant to order dated 11.2.2008, the petitioners have published the notice of petition in Gujarati Daily “Sandesh” and English daily “Indian Express”, both Baroda editions on 22.2.2008. The authorized officer of the respective companies have filed their affidavits in support of publication of advertisements dated 25.3.2008. 8. Pursuant to the notice to the Official Liquidator in respect of the transferor company dated 25.7.2008 is filed by the Official Liquidator in Company Petition No. 47/2008. The report of the Official Liquidator confirms that the affairs of the Company have not been conducted in a manner prejudicial to the interest of its members or the public interest. 9. In response to the notice to the Regional Director, Western Region, Department of Company Affairs, Shri Harin P. Raval, Assistant Solicitor General of India has appeared and has filed an affidavit by Deputy Registrar of Companies being in Company Petition No. 47 and COMP/47/2008 4/5 JUDGMENT 48 of 2008. Along with the affidavit, a letter dated 23.4.2008 addressed by the Regional Director to the Registrar of Companies has been produced. A perusal of this affidavit would disclose that there are two observations made by the office of the Regional Director. The first observation pertains to submitting the latest financial statement before this Court. Mrs. Pahwa, learned counsel appearing for the petitioner states that a copy of the balance sheet as at 31.3.2008 [provisional] has been served upon the Central Government Standing Counsel and a copy thereof has also been tendered in the Court. Mr. Shaikh, learned counsel appearing for Central Government is satisfied with the compliance of the first observation. The second observation is to the effect that he transferee company be prevented from combining the authorized share capital of the transferor company with the authorized capital of the Transferee company. In response to this observation, it is submitted by Mrs. Pahwa, learned counsel appearing for the petitioners that this Court in its order dated 25-27/6.2007 made in Company Petition No. 24/2007 and allied matters has been pleased to consider this very observation and has concluded the issue. A Copy of the oral order dated 25- 27.6.2007 is handed over to Shri Iqbal Shaikh, learned Central Government Standing Counsel and has also been tendered before this Court. COMP/47/2008 5/5 JUDGMENT 10.Considering the observations made by this Court in the order order made in Company Petition No. 41/2007 and allied matters, this observation made by the office of Regional Director does not require any adjudication as the same stands covered by the aforementioned oral order of this Court. 11.In the facts and circumstances, both the petitions are allowed. The Scheme of Amalgamation annexed at Annexure:C to the petition is sanctioned. 12.The cost of Central Government is quantified at Rs. 3500/- per petition. Liberty is given to the Transferee Company to pay the amount of cost directly by drawing a cheque in favour of Mr. Iqbal Shaikh, Central Government Standing Counsel. [C.K. BUCH, J.] pirzada/-