1. This petition has been preferred by Global Gourmet Private Limited (the Transferor Company) seeking sanction to the Scheme of Amalgamation with M/s.Jindal Agro Processing Private Limited (the Transferee Company). It is stated that the Transferor Company had filed Company Application No.250/2012. This Court, by order dated 08.08.2012 in the above-mentioned Company Application directed dispensation of the meetings of Shareholders, Secured Creditors and Unsecured Creditors, as all the Shareholders, Secured Creditors and Unsecured Creditors have given their consent in writing in approval of the Scheme of Amalgamation. It is stated that Jindal Agro Processing Private Limited (the Transferee Company) is holding 100% shareholding of the Transferor Company. By order dated 08.08.2012 passed in Company Application No.249/2012 filed by the Transferee Company, this Court directed that the meeting of Shareholders, Secured Creditors and Unsecured Creditors be dispensed with. Exemption was also granted to the Transferee Company from preferring proceedings, as it is the holding Company, which is proposed to be amalgamated by its wholly owned subsidiary Company. Paragraph-5 of the order dated 08.08.2012 passed in Company Application No.249/2012 reads as under :
"5. Having heard the learned advocate for the applicant and upon perusal of the material on record and in view of the judgments stated hereinabove, holding that separate proceedings are not necessary for the Transferee Company, being the Holding Company, it is held that the applicant-Company, the Holding Transferee Company, is not required to take out separate proceedings under Section 391(2) of the Companies Act, 1956, to the proposed Scheme of Amalgamation of its wholly owned subsidiary with itself. Hence, the proceedings as required to be held under the provisions of Section 391(2) of the Companies Act, 1956, are dispensed with."
2. Pursuant to the above order passed by this Court, the applicant-Transferor Company has preferred the present petition seeking sanction of the Scheme of Amalgamation. The Articles of Association of the Company Petition have been annexed at Annexure-A to the petition whereas the Annual Report has been annexed at Annexure-B and the Scheme of Amalgamation has been produced at Annexure-C.
3. Heard Mr.Bharat T. Rao, learned advocate for the petitioner and perused the averments made in the petition and documents annexed thereto. It is submitted that the Scheme of Amalgamation does not envisage any proposal of compromise with any of the Creditors of the petitioner-Transferor Company. The net worth, namely, excess of the assets over liabilities of the Transferee Company being highly positive, the dues of all Creditors of the amalgamated Company shall be fully paid over, as and when they fall due.
4. Upon hearing the learned advocate for the petitioner and upon perusal of the record, the following order.
5. Admit.
6. Notice be issued to the Regional Director, Ministry of Corporate Affairs, Western Region, ROC Bhavan, Opp.Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad and the Official Liquidator attached to this Court. The Official Liquidator is directed to appoint a Chartered Accountant from the panel maintained by his Office for preparing the reports to be submitted to this Court, within a period of four weeks from the date of notice issued by this Court.
7. The applicant shall publish a public advertisement of the petition in the English daily newspaper 'Indian Express' and the Gujarati daily newspaper 'Lok Satta' (both Vadodara Editions), so as to invite any objections/suggestions by the public at large or Shareholders, in support of, or in opposition to, the Scheme of Amalgamation.
8. The petition be listed for final hearing on the 16th day of October, 2012.
(Smt.
Abhilasha Kumari, J.) Gaurav+