Gujarat High Court
Rishiroop Rubber (International) ... vs Respondent(S) on 23 June, 2015
Author: Vipul M. Pancholi
Bench: Vipul M. Pancholi
O/COMP/95/2015 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY PETITION NO. 95 of 2015
In COMPANY APPLICATION NO. 327 of 2014
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RISHIROOP RUBBER (INTERNATIONAL) LIMITED....Petitioner(s)
Versus
......Respondent(s)
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Appearance:
MS DHARMISHTA RAVAL, ADVOCATE for the Petitioner(s) No. 1
MR DEVANG VYAS, ADVOCATE for the Respondent(s) No. 1
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CORAM: HONOURABLE MR.JUSTICE VIPUL M. PANCHOLI
Date : 23/06/2015
ORAL ORDER
1. The present petition has been filed under the provisions of Sections 391 to 394 of the Companies Act 1956 seeking sanction of this Court for the Scheme of Amalgamation of the Rishiroop Rubber (International) Limited and Puneet Resins Limited and their respective shareholders and creditors.
2. It is submitted on behalf of the petitioner company that Rishiroop Rubber (International) Page 1 of 10 O/COMP/95/2015 ORDER Limited, the transferor company had filed Company Application No. 327 of 2014 seeking an order that a meeting of the equity shareholders of the petitioner company be held to consider and approve the scheme of amalgamation and that the meeting of the secured and unsecured creditors be dispensed with. By an order dated 23.12.2014 this court had allowed the Company Application. The petitioner company was directed to hold a meeting of the equity shareholders on 21st February, 2015 in accordance with the order passed on 23.12.2014, and the meeting of the secured and unsecured creditors was dispensed with.
3. The petitioner company thereafter filed Company Petition No. 95 of 2015 seeking sanction of the scheme of amalgamation and by an order dated 26.03.2015, this court admitted the petition and directed issuance of notice to the Regional Director and the Official Liquidator. This court also directed publication of the petition in the dailies both English and Page 2 of 10 O/COMP/95/2015 ORDER vernacular editions.
4. Pursuant to the order dated 26.03.2015, the petitioner has published the notice of petition in Gujarati Daily "Divya Bhaskar" and English Daily "Times of India" both having circulation in Ahmedabad on 19.01.2015. The authorised person of the petitioner comapnay have filed affidavit dated 21.01.2015 in support of publication of advertisement.
5. The Chairman appointed for the meeting of the equity shareholders has filed the report through an affidavit wherein it is stated that the meeting was conducted on 21st of February and the scheme of amalgamation along with the notices, explanatory statement and proxy form were sent to the equity share holders. In the said report it is stated that two scrutinizers were appointed for the meeting and they in their report stated that 42 equity shareholders have remained present and voted in favour of the Page 3 of 10 O/COMP/95/2015 ORDER resolution and that none of the equity shareholders have voted against the resolutions. Hence as per the Chairman appointed for the meeting 100 % of the equity shareholders present and voting have consented to the scheme of amalgamation.
6. In response to the notice issued by this Court the Regional Director has filed an affidavit dated 9.06.2015 making six observations. In response to the affidavit and the observations of the Regional Director, the authorised signatory of the petitioner company has filed its response by an affidavit dated 17.6.2015.
7. With reference to the first observation of the Regional Director that the petitioner company be directed to place on records the terms and conditions etc; of the preference shares. The petitionercompany has responded by placing on record through the affidavit the Page 4 of 10 O/COMP/95/2015 ORDER terms and conditions of allotment, conversion, redemption, tenure, etc of the preference shares.
8. With reference to the second observation, it is submitted by the petitioner company that they have complied with the SEBI circular which in turn relates to manner and method of voting including postal ballot.
9. With regard to the third observation, which relates to compliance of the provisions of FEMA and RBI guidelines, it is submitted by the petitioner company that they are in compliance of the provisions of FEMA and RBI guidelines.
10. With reference to the fourth observation regarding details of voting by the 43rd member who remained present and regarding which specific information is not given in the Chairman's report, it is submitted that he did not cast his vote either in favour or against the resolution. Page 5 of 10
O/COMP/95/2015 ORDER
11. With regard to fifth observation of payment of fees it is submitted by the petitioner company that they will pay all the fees and charges which are payable for change on name in accordance with the provisions of the Companies Act.
12. With regard to the sixth observation, it is submitted on behalf of the petitioner company that report of the Regional Director itself shows that pursuant to the letter of the Regional Director no adverse remarks are received from the Income Tax Department. Without prejudice, the Petitioner Company submits that they would undertake compliance of the Income Tax Act and the Rules made thereunder.
13. The Official Liquidator has filed his separate report dated 22.06.2015 in the transferor company. The report confirms that the affairs of the transferor company are not conducted in a manner prejudicial to the interest Page 6 of 10 O/COMP/95/2015 ORDER of their members or to the public interest. The Official Liquidator, however, has requested this court to direct the petitioner to preserve their books of accounts, papers and records and not to dispose of the records without the prior permission of Central Government under Section 396A of the Companies Act, 1956.
14. It is submitted by Ms. Raval that Puneet Raisins Limited, the Transferee Company has filed company petition before the Bombay High Court, which has been pleased to sanction the Scheme of Amalgamation.
15. Having heard Ms. Dharmishta Raval, learned counsel for the petitioner company, Mr. Devang Vyas, learned Assistant Solicitor General of India for the Regional Director and upon perusal of the reports of the Official Liquidator and the Regional Director and having considered the Scheme of Amalgamation together with relevant documents on record, the court finds it Page 7 of 10 O/COMP/95/2015 ORDER appropriate to grant sanction to the present Scheme of Amalgamation.
16. In view of the above, the Scheme of Amalgamation is sanctioned. It is, however, directed that the petitioner shall preserve their book of accounts, papers and record and shall not dispose of the records without the prior permission of the Central Government under Section 396A of the Companies Act, 1956.
17. The cost of these petitions is determined at Rs. 7,500/each payable to Shri Devang Vyas, learned Assistant Solicitor General of India and the Official Liquidator.
18. The petitioner company shall lodge a copy of this order, the schedule of immovable assets of the petitioner company as on the date of this order and the scheme duly authenticated by the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamps, for the Page 8 of 10 O/COMP/95/2015 ORDER purpose of adjudication of stamp duty, if any, on the same within 60 days from the date of the order.
19. The petitioner Company is directed to ensure statutory compliance of all applicable laws and also on sanctioning of the scheme of amalgamation, the petitioner company shall not be absolved from any of its statutory liability, in any manner.
20. The petitioners are directed to file a copy of this order along with a copy of the scheme with the concerned Registrar of Companies, electronically along with requisite Form in addition to physical copy as per relevant provisions of the Act.
21. Filing and issuance of drawn up order is hereby dispensed with and all the authorities to act on a copy of this order along with the Scheme duly authenticated by the Registrar, High Court Page 9 of 10 O/COMP/95/2015 ORDER of Gujarat. The Registrar, High Court of Gujarat shall issue the authenticated copy of this order along with scheme as expeditiously as possible.
22. The present petition is disposed of accordingly.
(VIPUL M. PANCHOLI, J.) K. Manoj.
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