BHAGWATI PYROTECH PRIVATE LIMITED - Petitioner(s) Versus .
- Respondent(s) ========================================================= Appearance :
MRS SANGEETA N PAHWA for Petitioner(s) : 1, MR PS CHAMPANERI for Respondent(s) :
1, ========================================================= CORAM :
HONOURABLE MR.JUSTICE R.M.CHHAYA Date : 13/04/2012 ORAL COMMON ORDER
1. The present petitions are filed seeking sanction of Scheme of Amalgamation proposed to be made between Bhagwati Pyrotech Pvt. Ltd. and Bhagwati Spherocast Pvt. Ltd.
2. Bhagwati Pyrotech Pvt. Ltd., the Transferor Company, filed Company Application No. 572 of 2011 seeking dispensation of the meetings of equity shareholders and unsecured creditors on the ground that consents of all the equity shareholders and unsecured creditors are obtained. It is submitted that there are no secured creditors of the petitioner company. This Court vide order dated 22.12.2011 made in Company Application No.572 of 2011 ordered dispensation of meetings of the equity shareholders and unsecured creditors of the petitioner company.
3. Bhagwati Spherocast Pvt. Ltd., the Transferee Company, filed Company Application No. 571 of 2011 seeking dispensation of the meeting of shareholders on the ground that consents of all the shareholders are obtained. It was stated on behalf of the petitioner that this being the Transferee Company, meeting of creditors is not required to be held. This Court vide order dated 22.12.2011 made in Company Application No. 571 of 2011 ordered dispensation of meeting of the shareholders of the petitioner company.
4. The petitioners thereafter filed Company Petitions seeking sanction of the Scheme of Amalgamation.
5. This Court vide order dated 11.01.2012 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 'Lok-Satta Jan-Satta' and English Daily 'Indian Express', both Ahmedabad Editions.
6. Pursuant to the order dated 11.01.2012, the petitioners have published the notice of petition in Gujarati Daily 'Lok-Satta Jan-Satta' and English Daily 'Indian Express', both Ahmedabad Editions, on 23.01.2012 and 22.01.2012 respectively. The Directors of the petitioner Companies have filed the affidavits in support of publication of advertisements dated 16.02.2012. The affidavit also discloses that apropos to the advertisement neither the petitioner companies nor the advocate for the petitioners have received any objection against the sanction of the scheme.
7. Pursuant to the notice to the Official Liquidator in respect of the Company Petition No. 14 of 2012, report is filed by the office of Official Liquidator. The report of the Official Liquidator confirms that the affairs of the Transferor Company is not conducted in a manner prejudicial to the interest of its members or the public interest. The Official Liquidator however requested this Court to direct the Transferor Company to preserve its books, papers and records for a period of 8 years from the date of sanctioning of Scheme of Amalgamation and not to dispose of the records without the prior permission of Central Government u/s. 396A of the Companies Act, 1956.
8. In response to the notice to the Regional Director, Western Region, Department of Company Affairs, Mr. Pankaj Champaneri, learned Assistant Solicitor General of India, has appeared and has filed an affidavit of the Regional Director dated 20.3.2012. A perusal of this affidavit would disclose that the office of the Regional Director has submitted that no complaint and/or representation has been received in respect of the proposed Scheme of Amalgamation. However, it is observed that the petitioner Transferee Company be directed to make adjustments in their books of account as per the accounting standard no.14 notified by the Central Government u/s. 211(3A) of the Act. There is also an observation that as per the order dated 22.12.2011, meeting of creditors was required to be held by Transferee Company.
9. In response to the report of Regional Director, an affidavit is filed by petitioner company. In response to the first observation, it is stated that in the present case, no adjustment as is provided in Clause 6.6 will be required to be made. In any case, the petitioner undertakes to comply with the Accounting Standard-14 read with Section 211(3A) of the Act as notified by Central Government. In response to the objection in 2(b) of the affidavit filed by the Regional Director, the petitioner states that Bhagwati Spherocast Pvt. Ltd. being Transferee Company, meeting of creditors is not required to be held. Even otherwise order dated 11.01.2012 made in company petition confirms that the meeting of creditors in Transferee Company was in fact ordered not to be held.
10. No rejoinder is filed to the affidavit filed by the petitioner company. No further objections are raised. There are no other objections received on the record of the present petitions. There are no other adverse circumstances against sanction of the scheme.
11. In the facts and circumstances, the Scheme of Amalgamation as annexed at Annexure 'C' to the petitions is hereby sanctioned. It is however, observed that the Transferor Company will preserve its books, papers and records for a period of 8 years from the date of sanctioning of Scheme of Amalgamation and will not dispose of the records without the prior permission of Central Government u/s.396A of the Companies Act, 1956. With these observations, the Company Petitions are accordingly allowed.
12. The cost of learned Assistant Solicitor General of India is to be quantified at Rs.7,500/- per petition. Liberty is given to the Transferee Company to pay the amount of cost directly by drawing a cheque in favour of Mr. Pankaj Champaneri, learned Assistant Solicitor General of India. The cost of the office of Official Liquidator is quantified at Rs.7,500/- in respect of the Transferor Company. Liberty is given to the Transferee Company to pay the amount of cost directly by drawing a cheque in favour of the Official Liquidator.
Sd/-
(R.M.
Chhaya, J.) M.M.BHATT Top