COMP/278/2008 1/6 JUDGMENT IN THE HIGH COURT OF GUJARAT AT AHMEDABAD COMPANY PETITION No. 278 of 2008 In COMPANY APPLICATION No. 543 of 2008 With COMPANY PETITION No. 279 of 2008 In COMPANY APPLICATION No. 544 of 2008 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 ==================================== POWER BUILD ELECON GEARS LTD - Petitioner Versus - Respondent ==================================== COMP/278/2008 2/6 JUDGMENT Appearance : MR NK PAHWA for Petitioner. MR IQBAL A SHAIKH, Standing Counsel for Central Government. ==================================== CORAM : HONOURABLE MR.JUSTICE K.A.PUJ Date : 12/12/2008 COMMON ORAL JUDGMENT 1. The present petitions are filed seeking sanction of Scheme of Amalgamation of Power Build Elecon Gears Limited with Power Build Limited. 2. Power Build Elecon Gears Limited, the Transferor Company, filed Company Application No.543 of 2008 seeking dispensation of the meetings of shareholders, secured creditor(s) and unsecured creditors on the ground that consents of all the shareholders and the sole secured creditor was obtained. The petitioner had also obtained 94.01% consents of unsecured creditors. This Court vide order dated 14.10.2008 made in Company Application No.543 of 2008 ordered dispensation of meeting of the shareholders, secured and unsecured creditors of the petitioner Company. 3. Power Built Limited filed Company Application No.544 COMP/278/2008 3/6 JUDGMENT 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 14.10.2008 made in Company Application No.544 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. The petitioners thereafter filed Company Petitions seeking sanction of the Scheme of Arrangement. 5. This Court vide order dated 21.10.2008 made the order of admission in both the petitions and directed issuance of notice to the Regional Director in case of both the Companies and notice to the Official Liquidator in case of the Transferor Company. This Court also directed publication of notice of petition in Gujarati Daily “Sandesh” and English Daily “Indian Express” both Baroda Editions. COMP/278/2008 4/6 JUDGMENT 6. Pursuant to the order dated 21.10.2008, the petitioners have published the notice of petition in Gujarati Daily “Sandesh” and English Daily “Indian Express” both Baroda editions on 28.10.2008. The authorized Officer of the Transferee Company has filed the affidavit in support of publication of advertisements dated 06.11.2008. 7. Pursuant to the notice to the Official Liquidator in respect of the Transferor Company, report dated 10.10.2008 is filed by the office of Official Liquidator in Company Petition No.278 of 2008. The report of the Official Liquidator confirms that the affairs of the Company has not been conducted in a manner prejudicial to the interest of its members or the public interest. 8. In response to the notice to the Regional Director, Western Region, Department of Company Affairs, Shri Iqbal Shaikh, Central Government Standing Counsel, has appeared and has filed an affidavit of Dy. ROC COMP/278/2008 5/6 JUDGMENT being in Company Petition Nos.278 – 279 of 2008. Along with the affidavit, a letter dated 04.12.2008 addressed by the Regional Director to the Registrar of Companies has been produced. A perusal of this affidavit would disclose that there is only one observation and that is to submit the latest financial statement before this Court at the time of hearing. In response to this observation, it is submitted that on behalf of the petitioner that the latest audited Balance Sheet as at 31.03.2008 is already produced at Annexure B to the petition of the respective Company Petitions. Without prejudice, an affidavit dated 08.12.2008 is being submitted along with provisional Balance Sheet as at 30.09.2008 of both the companies. A copy of the affidavit which is stated to have been served upon the other side along with the provisional balance sheet as at 30.09.2008 are taken on record. There is no other observation from the office of Regional Director. 9. In the facts and circumstances, the Scheme of Amalgamation annexed at Annexure 'C' to the petition COMP/278/2008 6/6 JUDGMENT is sanctioned. 10.The cost of Central Government is quantified at Rs.3,500/- 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. Sd/- [K. A. PUJ, J.] Savariya