ANMOL DAIRY LIMITED Vs. STATE OF GUJARAT

JUDGEMENT

(1.) Heard the learned counsel Mrs. Soparkar for the petitioner companies, the Official Liquidator who is present in the Court, Mr DN Patel learned Senior Central Government Standing Counsel and Mrs. PJ Davawala learned Addl. Central Govt. Standing Counsel. Mrs. PJ Davawala has tendered a letter dated 23.7.2001 received by her from the office of Registrar of Companies, Gujarat wherein it is stated that the scheme for amalgamation was sent for examination to the Central Government and the Government has decided that the matter be left to the decision of the Court on merits. The said letter is taken on record.

(2.) The report of the OL based on the report of the Chartered Accountant of transferor company, is self explanatory. It is submitted that on scrutiny and investigation of the books of accounts and affairs of the companies are in accordance with the norms. The report of the Chartered Accountant says that scrutiny of the record and books of account produced before them, in their opinion the affairs of the companies have not been conducted in the manner prejudicial to its members and in the interest of public at large. So, the opinion in these two reports cannot be said to be negative opinion, on the contrary, it can be construed as positive opinions.

(3.) These are the petitions filed by two companies namely, Anmol Dairy Limited and Dairy Den Limited for sanctioning a scheme of amalgamation of Anmol Dairy Limited with Dairy Den Limited along with the compromise with the creditors of Anmol Dairy Limited under Section 391 read with Section 394 of the Companies Act, 1956.