HONOURABLE MR v. MRS SWATI SOPARKAR

the Central Government and Shri P.J.Malkan, Additional Central Government Standing Counsel appears for the Central Government. He has placed on record affidavit dated 25th September, 2006 filed by the Assistant Registrar of the Companies along with the xerox copy of the letter from the Regional Director dated 21st September, 2006 and subsequently, communication dated 27th October, 2006 with original signatures of the Regional Director is also placed on record. By the aforesaid two communications, the Regional Director has submitted that the COMP/143/2006 JUDGMENT Director has examined the Company Petition Nos.143 of 2006 to 145 of 2006 and it has been decided not to oppose the said petitions save and except that the prosecution cases under FERA, Sales Tax and ESI cases are pending in respect of the transferor company and CST cases are pending in respect of the demerged companies and therefore, the same is required to be considered. Mrs. Swati Soparkar, learned advocate appearing for the petitioner companies has submitted that the petitioner companies have not sought any absolution from the said litigations and the details of all the pending litigations are provided as sought for by the Regional Director. It has been further submitted that the scheme itself provides that all the pending litigations against the respective companies shall continue against the transferee company. She has relied upon the judgment of this Court in case of Ratnamani Industries Limited passed in Company Petition No.17 of 1996 and other cognate Company Petitions and the judgment in case of Gujarat Ambuja reported in COMP/143/2006 JUDGMENT 1999 (2) Company Law Journal P.504. She has also relied upon the decision in the case of Arvind Mills Limited reported in 111 Company Cases P.118, more particularly, Para – 152 and 159 of the said judgment.

9. I have heard Mrs. Swati Soparkar, learned advocate appearing for the respective petitioner companies. Considering the averments in the Company Petitions, the report of the Official Liquidator as well as the letter addressed by the Regional Director and considering the proposed scheme of amalgamation as well as the judgments cited at the bar, referred to hereinabove, and considering the fact that in the scheme itself it has been provided that all the pending litigations against the respective companies shall continue against the transferee company and the petitioner companies have not sought any absolution from the litigations pending, it appears to the Court that the amalgamation would be in the interest of the respective companies and their shareholders and COMP/143/2006 JUDGMENT creditors and no prejudice is likely to be caused to the public interest. Therefore, prayer in terms of paragraph – 24(a) & (b) of Company Petition No.143 of 2006, paragraph 22(a) of Company Petition No.144 of 2006 and paragraph – 21(a) of Company Petition No.145 of 2006 are hereby granted.

10.The petitions are disposed of accordingly.

11.So far as the costs to be paid to the Central Government Standing Counsel is concerned, the same is quantified at Rs.3,500/- per petition and the same will be paid to Shri P.J.Malkan, learned Additional Central Government Standing Counsel by the respective petitioners. [ M.R.SHAH, J.]