COMP/201/2007 1/5 JUDGMENT IN THE HIGH COURT OF GUJARAT AT AHMEDABAD COMPANY PETITION No. 201 of 2007 IN COMPANY APPLICATION No. 462 of 2007 WITH COMPANY PETITION No. 208 of 2007 IN COMPANY APPLICATION No. 463 of 2007 For Approval and Signature: HONOURABLE MR.JUSTICE K.A.PUJ Sd/- ====================================== 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 ====================================== PADMAVATI ASHA PROPERTIES AND PROJECTS PRIVATE LIMITED - Petitioner Versus - Respondent ====================================== Appearance : MR NITIN K MEHTA for Petitioner. MR HARIN P RAVAL for Respondent. ====================================== COMP/201/2007 2/5 JUDGMENT CORAM : HONOURABLE MR.JUSTICE K.A.PUJ Date : 11/03/2008 COMMON ORAL JUDGMENT 1. These two petitions are filed by the two petitioner Companies for sanction of the Scheme of Amalgamation between Padmavati Asha Properties and Projects Private Limited and Pranam Securities Limited (hereinafter referred to as “petitioner Companies”) and Supersun Trading Company Private Limited and Topcity Mercantile Company Private Limited (collectively all four are referred to as “the Transferor Companies” and individually as “Transferor Company”) and Pacific Corporate Services Limited, (hereinafter for brevity sake referred to as “the Transferee Company”) under Section 391 read with Section 394 of the Companies Act, 1956. 2. Both the two petitioner Companies are Transferor Companies. The Transferor Companies and the Transferee Company are engaged in the business which is similar and complementary in nature. It is thought proper to amalgamate these companies for achieving COMP/201/2007 3/5 JUDGMENT operational synergies. The petitions give details of the advantages that would flow by virtue of the amalgamation of these companies. This will also be in the mutual advantage of the Shareholders and Creditors of petitioner Companies. 3. The proposed Scheme was approved unanimously by the Equity Shareholders, Preference Shareholders and through the consent letters which were put on record along with respective applications of the transferor and transferee Companies. There are no Secured Creditors of any of the Companies. The Equity Shareholders of the Transferee Company also approved the scheme through their consent letters. Hence, the meeting of the shareholders and creditors were not required to be held and accordingly they were dispensed with vide the order passed on 11.10.2007 in Company Application Nos.462 and 463 of 2007. 4. After the petitions were admitted, the same were duly advertised in the newspapers viz. Indian Express and Jansatta, both Ahmedabad edition dated 08.12.2007 and the publication in the Government Gazette was COMP/201/2007 4/5 JUDGMENT dispensed with as directed in the order dated 23.11.2007. Affidavit of publication alongwith newspaper cuttings is duly filed. No one has come forward with any objections to the said petitions even after the publication. 5. Notice of the petition of the petitioner Transferor Company was served upon the Official Liquidator attached to this Court. By his report, it is observed that the affairs of the Transferor Companies have not been conducted in a manner prejudicial to the interest of their members or to the public as per the observation made by the Chartered Accountant in his report. 6. Notice of these petitions has been served upon the Central Government and Shri Harin P. Raval, the learned Assistant Solicitor General appeared for the Central Government. Registrar of Companies have filed an affidavit stating that they have no objection if the scheme of amalgamation is sanctioned. 7. I have heard Mr. Nitin Mehta, learned advocate appearing for the petitioner Companies. He has also COMP/201/2007 5/5 JUDGMENT submitted that the other two Transferor Companies and the Transferee Company have their registered office in Mumbai and therefore, they have preferred the petitions in High Court of Mumbai, which has sanctioned the Scheme vide its order dated 14.12.2007. Having gone through the petitions and considering the submissions, I am satisfied that the amalgamation would be in the interest of the Companies and their members and creditors. It is not contrary to public interest. Accordingly, prayers in terms of paragraph 55 (a) to (d) in Company Petition No. 208 of 2007 and paragraph 54 (a) to (e) in Company Petition No. 201 of 2007 are granted. 8. The petitions are disposed of accordingly. So far as the cost to be paid to the Assistant Solicitor General is concerned, I quantify the same at Rs.3,500/- per petition. The same may be paid to the learned Assistant Solicitor General Mr. Harin P. Raval. Sd/- [K. A. PUJ, J.] Savariya