COMP/211/2007 1/6 JUDGMENT IN THE HIGH COURT OF GUJARAT AT AHMEDABAD COMPANY PETITION No. 211 of 2007 In COMPANY APPLICATION No. 384 of 2007 WITH COMPANY PETITION No. 212 of 2007 In COMPANY APPLICATION No. 385 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 ====================================== HINDUSTAN AEGIS LPG LIMITED - Petitioner Versus . - Respondent ====================================== Appearance : MR NK PAHWA FOR MRS SANGEETA N PAHWA for Petitioner. MR HARIN P RAVAL, ASSISTANT SOLICITOR GENERAL for COMP/211/2007 2/6 JUDGMENT Respondent. ====================================== CORAM : HONOURABLE MR.JUSTICE K.A.PUJ Date : 12/02/2008 COMMON ORAL JUDGMENT 1. These two petitions are filed seeking sanction of scheme of arrangement in the nature of demerger of Throughput Activity Undertaking of Hindustan Aegis LPG Ltd. into Aegis Logistics Limited. 2. Hindustan Aegis LPG Limited filed Company Application No.384 of 2007 seeking directions to convene the meeting of equity shareholders, secured creditors and unsecured creditors to consider the Scheme. This Court vide order dated 12.09.2007 directed convening of the meetings of equity shareholders, secured creditors and unsecured creditors to be held on 29.10.2007 at 10.00 a.m., 11.05 a.m. and 12.00 p.m. respectively. The meetings as scheduled are reported to have been held. Shri K. M. Chanderia, appointed as Chairman for the purpose of these meetings has filed report of the meetings in respect of equity shareholders, secured creditors and unsecured creditors duly supported by an affidavit dated 12.11.2007. A perusal of the reports COMP/211/2007 3/6 JUDGMENT suggests that the equity shareholders, secured creditors and unsecured creditors have unanimously approved the Scheme of Arrangement. 3. Aegis Logistics Limited filed Company Application No.385 of 2007 seeking directions to convene meetings of equity shareholders, secured creditors and unsecured creditors to consider the Scheme. This Court vide order dated 12.09.2007 directed convening of the meetings of equity shareholders, secured creditors and unsecured creditors to be held on 29.10.2007 at 2.00 p.m., 3.00 p.m. and 4.45 p.m. respectively. The meetings as scheduled are reported to have been held. Shri K. M. Chanderia, appointed as Chairman for the purpose of these meetings has filed report of the meetings in respect of equity shareholders, secured creditors and unsecured creditors duly supported by an affidavit dated 16.11.2007. A perusal of the reports suggests that the equity shareholders, secured creditors and unsecured creditors have unanimously approved the Scheme of Arrangement. 4. Hindustan Aegis LPG Limited filed present Company COMP/211/2007 4/6 JUDGMENT Petition which came to be admitted by this Court vide order dated 28.11.2007 and was directed to be heard for final hearing on 26.12.2007. Aegis Logistics Limited filed Company Petition which also came to be admitted vide order dated 28.11.2007 and was directed to be heard finally on 26.12.2007. This Court directed issuance of notice to the Regional Director. The Court also directed publication of notice of petition in the local daily Indian Express, English daily and Sandesh, Gujarati daily. 5. The petitioners have published advertisements containing notice of petitions in the local daily Indian Express, English daily and Sandesh, Gujarati daily as directed and an affidavit dated 29.01.2008 has been filed. Relevant cuttings of these newspapers are placed on record along with this affidavit. 6. Pursuant to the notice issued by this Court, an affidavit dated 08.01.2008 is filed by the Dy. Registrar of Companies along with a copy of letter dated 03.01.2008 addressed by the Joint Director (Legal) for Regional Director to the Registrar of Companies, Gujarat. A COMP/211/2007 5/6 JUDGMENT perusal of the affidavits suggests that there are two observations made by the office of Regional Director. The first observation pertains to furnishing latest financial position before this Court and the second observation is in the nature of advising to comply with the provisions of the Act with respect to change of name. 7. Shri Navin K. Pahwa, learned advocate appearing for the petitioners submits that the petitioners have already submitted the latest available balance sheets of both the Companies along with the memo of petitions. As regards the second observation is concerned, it is submitted that the petitioners would submit the requisite form upon sanction of the Scheme with the office of Registrar of Companies. In view of this submission, there appears to be no objection if the Scheme is sanctioned. 8. In the circumstances, the present Scheme of Arrangement is sanctioned and the same shall be binding on all concerned. 9. The cost towards Central Government fees is quantified at Rs.3,500/- per petition which is directed to be paid COMP/211/2007 6/6 JUDGMENT directly by the petitioners by drawing a cheque in favour of Shri Harin P. Raval, the Assistant Solicitor General of India on behalf of Central Government. [K. A. PUJ, J.] Savariya