IN THE HIGH COURT OF GUJARAT AT AHMEDABAD COMPANY PETITION No 24 of 2000 in COMPANY APPLICATIONNo 1 of 2000 For Approval and Signature: Hon'ble MR.JUSTICE K.M.MEHTA ============================================================ 1. Whether Reporters of Local Papers may be allowed : NO 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 -------------------------------------------------------------- HINDUSTAN PACKAGING CO. LTD. Versus . -------------------------------------------------------------- Appearance: MR DARSHAN M PARIKH for Petitioner OFFICIAL LIQUIDATOR for Respondent No. 1 -------------------------------------------------------------- CORAM : MR.JUSTICE K.M.MEHTA Date of decision: 30/03/2000 ORAL JUDGEMENT 1. Leave to amend para 3.4 of the scheme. 2. The petitioner Hindustan Packaging Company Limited (Transferor Company) is a company registered under the Companies Act, 1956 (hereinafter referred to as "the Act"). Similarly Tetra Pak Converting (India) Limited, Tetra Pak Flexible Packaging Systems Limited and Tetra Pak India Limited (Transferee Companies) are also companies and registered under the Act. The petitioner preferred a Company Application No.1/2000 for certain directions regarding Scheme of Amalgamation of the petitioner and Tetra Pak Converting (India) Limited, Tetra Pak Flexible Packaging Systems Limited with Tetra Pak India Limited. The other companies, that is Tetra Pak Converting (India) Limited, Tetra Pak Flexible Packaging Systems Limited and Tetra Pak India Limited also preferred appropriate company applications and company petitions before the High Court of Judicature at Bombay for appropriate orders. After compliance with the directions in the said Company Application No.1 of 2000 the petitioner preferred this petition for sanctioning of the scheme. 3. This court by its order dated 16.2.2000 admitted the petition and fixed it for hearing on 21.3.2000. Notice was issued to the Regional Director and the Official Liquidator. The Official Liquidator was also permitted to engage Chartered Accountant. This court by orders dated 16.2.2000 and 21.2.2000 also directed that the notices shall be issued in local news papers Loksatta, a Gujarati daily, Vadodara Edition and Indian Express, an English Daily, Vadodara Edition. Publication in the official gazette was dispensed with. The said advertisements were issued and published on 23rd February, 2000. Affidavit dated 28.2.2000 with respect to the same has been filed along with the copies of newspapers carrying the advertisements. 4. In pursuance to the advertisement, no one has filed any objection. 5. In pursuance to the notice to the Regional Director, Mrs.Parinda Dawawala appears and places on record a letter from the Registrar of Companies stating that they have nothing to say in the matter and that they have left the matter to the discretion of the court. 6. In pursuance to the notice to the Official Liquidator, the Official Liquidator has filed his report, dated 16.3.2000 and has stated that the affairs of the Company have not been conducted in a manner prejudicial to the interest of the members or public at large. He has not raised any objections to the sanctioning of the Scheme. 7. The Company has two shareholders and both of whom have not objected to the Scheme and had already given their no objection letters at the time of filing of the Company Application No.1 of 2000. Similarly, 95% in value of the creditors had given their consent and No objection to the scheme at the time of filing of the Company Application No.1/2000. The said letters are part of the record of the Company Application No.1/2000. Considering the consent, the meetings of the shareholders and creditors were dispensed with. 8. I have been taken through the petition, the scheme (which is produced at Annexure "E") and the other relevant documents produced on record. I find that all the companies more or less in the same and similar kind of business and are likely to get benefits as mentioned in para 18 on page 8 (running page 12) of the petition. It contended in the petition that the aforesaid amalgamation is necessary for carrying on the combined business more advantageously, economically, efficiently and profitably. It will be easier to enlarging the activities of the amalgamated company and avoid duplication in various fields and optimum utilisation of the managerial skills, infrastructure and resources and facilities and it is in the best interest of the companies and the shareholders of the companies. In my opinion, this is the commercial judgment of the company and its shareholders. 9. I have gone through the record as aforesaid. In my opinion, considering the commercial judgment of the company and its shareholders, it is appropriate that the scheme be sanctioned considering the benefits which the company is likely to get on implementation of the scheme. I am satisfied that all the statutory requirements and the orders are complied with by the company. I am satisfied, considering the scheme and the objects for which the scheme is made that the Scheme is fair and reasonable one. I, therefore, grant this company petition and the reliefs prayed for in the petition in terms of (a) to (h). 10. Rule is made absolute accordingly. 11. The cost of Central Government Standing Counsel is quantified at Rs.2,500/-(Rupees Two Thousand and Five Hundred only) in the matter which shall be paid to the counsel by account payee cheque directly by the petitioner. ... Ahmedabad, (K.M.MEHTA,J) Dated 30.3.2000 Signed 30.3.2000 Delivered on