COMP/120/2008 1/9 JUDGMENT IN THE HIGH COURT OF GUJARAT AT AHMEDABAD COMPANY PETITION No. 120 of 2008 In COMPANY APPLICATION No. 247 of 2008 With COMPANY PETITION No. 121 of 2008 In COMPANY APPLICATION No. 248 of 2008 To COMPANY PETITION No. 123 of 2008 In COMPANY APPLICATION No. 250 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 ? ========================================================= RUTURAJ AGRITECH PVT. LTD. - Petitioner(s) Versus . - Respondent(s) ========================================================= Appearance : MR NAVIN PAHWA for MS SANGEETA N PAHWA for Petitioner(s) : 1, MR MI SHAIKH, Central Govt. Counsel for Central Government ========================================================= CORAM : HONOURABLE MR.JUSTICE C.K.BUCH COMP/120/2008 2/9 JUDGMENT Date : 29/07/2008 ORAL JUDGMENT 1. I have heard Mr. Navin Pahwa, learned counsel appearing non behalf of Mrs. Sangeeta Pahwa for the petitioners. 2. These petitions are filed under Sections 391 to 394 of the Companies Act, 1956. The petitioners have prayed that the Court may sanction the Scheme of Arrangement in the nature of merger of Divya Arcade Ltd. With JP Infrastructure Pvt. Ltd and demerger of Iscon Mega City Division and Sundervas Bungalow Land – Hotel Project Division of Palitana Sugar Mills Pvt. Ltd into JP Infrastructure Pvt. Ltd and for demerger of Survey No. 472 land – residential project division of Palitana Sugar Mills Pvt. Ltd into Ruturaj Agritech Pvt. Ltd. 3. Ruturaj Agritech Pvt. Ltd. Filed Company Application No 247 of 2008 seeking dispensation of the meetings of shareholders on the ground that consent of all the shareholders have been obtained. This being Transferee/Resulting Company, meeting of the creditors was not COMP/120/2008 3/9 JUDGMENT required to be held. This Court, vide order dated 4.4.2008 made in Company Application No. 247 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. 4. Palitana Sugar Mills Pvt. Ltd. filed Company Application No. 248 of 2008 seeking dispensation of the meetings of shareholders and unsecured creditors on the ground that consent of all the shareholders and unsecured creditors have been obtained. It was submitted that the petitioner does not have any secured creditor. This Court, vide order dated 4.4.2008 made in Company Application No. 248 of 2008 ordered dispensation of meeting of the shareholders and unsecured creditors. 5. Divya Arcade Ltd filed Company Application No. 249 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 COMP/120/2008 4/9 JUDGMENT secured creditor. This Court, vide order dated 4.4.2008 made in Company Application No. 249 of 2008 ordered dispensation of meeting of the shareholders and unsecured creditors. 6. JP Infrastructure Pvt. Ltd filed Company Application No. 250 of 2008 seeking dispensation of the meetings of shareholders on the ground that consent of the shareholders holding 99.99% of the total paid up share capital of the company has been obtained. It was submitted that this being Transferee/Resulting Company, meeting of the creditors was not required to be held. This Court, vide order dated 250 of 2008 ordered dispensation of meeting of the shareholders of the petitioner company. This Court also ordered that this being Transferee Company, meeting of creditors is not required to be held. 7. The petitioners thereafter filed Company Petitions seeking sanction of the Scheme of Arrangement. 8. This Court, vide order dated 16.4.2008 made order of admission of all the petitions and directed issuance of notice to the Regional COMP/120/2008 5/9 JUDGMENT Director in case of all the companies and notice to the Official Liquidator in case of Divya Arcade Ltd.-the Transferor Company. This Court also directed publication of notice of petition in Gujarati Daily “Lok Satta Jan Satta”, and English Daily “Indian Express” both Ahmedabad Editions. 9. Pursuant to the order dated 16.4.2008, the petitioners have published the notice of petition in Gujarati Daily “Lok Satta-Jan Satta”, and English Daily “Indian Express”, both Ahmedabad Editions on 19.4.2008 and 21.4.2008 respectively. The authorized officer of the Transferee/Resulting Company has filed an affidavit in support of publication of advertisements dated 15.7.2008. 10.Pursuant to the notice to the Official Liquidator in respect of the transferor company, report dated 18.6.2008 is filed by the office of Official Liquidator in Company Petition No. 122 of 2008. The report of the Official Liquidator confirms that the affairs of the Company have not been conducted in a manner prejudicial t the COMP/120/2008 6/9 JUDGMENT interest of its members or public interest. 11.In response to the notice to the Regional Director, Western Region, Department of Company Affairs, Shri Harin Raval, Assistant Solicitor General of India has appeared and has filed two affidavits of Dy. Registrar of Companies in Company Petition Nos. 120 and 121 of 2008 and in Company Petition Nos. 122 and 123 of 2008. Along with the affidavit in Company Petition No. 120 and 121 of 2008, a letter dated 23.7.2008 addressed by the Regional Director to the Registrar of Companies has been produced. A perusal of this affidavit in Company Petition Nos. 120 and 121 of 2008 could 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. Mr. Pahwa, learned counsel appearing for the petitioner states that a copy of balance sheet as on 31.3.2008 [provisional] has been served upon the learned Central Government Standing Counsel and a copy thereof has also been tendered in the Court. Mr. COMP/120/2008 7/9 JUDGMENT Shaikh, learned counsel appearing for Central Government is satisfied with the compliance of the first observation. The second observation is to the effect that no separate Company Petition is filed by M/s. J.P. Infrastructure Pvt. Ltd. in respect of the proposed Scheme of Arrangement. Mr. Pahwa, learned counsel submits that M/s. J.P. Infrastructure Pvt. Ltd has filed Company Petition No. 123 of 2008 which is seeking sanction of Scheme of Arrangement in the nature of demerger of Divya Arcade Ltd with the petitioner and demerger of the two divisions of Palitana Sugar Mills Pvt. Ltd into the petitioner. The Scheme of Arrangement being composite in nature, Company Petition No. 123 of o2008 is for sanction of the composite scheme. An affidavit in this regard has also been filed by Shri Jayesh Kotak, director and authorized officer of the petitioner. 12.In so far as the affidavit filed in Company Petition Nos. 122 and 123 of 2008 is concerned, this affidavit produces a letter dated 23.7.2008 sent by the office of the Regional Director to COMP/120/2008 8/9 JUDGMENT the office of Registrar of Companies. A perusal of the letter shows that there is only one observation made with respect to submitting the latest financial statement before the Court. Mr. Pahwa, learned counsel appearing for the petitioner states that a copy of the balance sheet as on 31.3.2008 [provisional] has been served upon the learned Central Government Standing Counsel and a copy thereof has also been tendered in the Court. Mr. Shaikh, learned counsel appearing for the Central Government is satisfied with the compliance of this observation. 13.In view of the facts and circumstances and when there is no formal objection from two statutory authorities, Scheme of Arrangement annexed as Annexure:C to the petitions is sanctioned. 14.The cost of Central Government is quantified at Rs. 3,500/- per petition. Liberty is granted 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. COMP/120/2008 9/9 JUDGMENT 15.All the Company Petitions are allowed in terms of the above. [C.K. BUCH, J.] pirzada/-