IN RE: PATHIK INFRASTRUCTURE PRIVATE LIMITED Vs. STATE

JUDGEMENT

(1.) THESE are the petitions filed by the petitioner companies for sanction of a Scheme of Arrangement in the nature of Amalgamation of Pathik Infrastructure Private Limited with Vesta Exim Private Limited, under Section 391 to 394 of the Companies Act, 1956. It has been contended that the both the companies belong to the same group of management. The amalgamation is proposed in order to achieve synergic benefits and consolidation of the activities for the rapid growth of the Transferee Company as both of them are engaged in Real Estate activities. The petitions give in details the benefits envisaged due to the scheme. It has been pointed out that vide the order dated 1st July 2013 passed in the Company Application No. 187 of 2013, the meetings of the Equity Shareholders and the Unsecured Creditors of the Transferor company were dispensed with in view of the written consent letters from all of them being placed on record and there being no Secured Creditors. Similarly vide the order dated 1st July 2013 passed in the Company Application No. 188 of 2013, the meeting of the Equity Shareholders of the Transferee Company was dispensed with in view of the written consent letters from all of them being placed on record. The meetings of the creditors of the Transferee Company were dispensed with accepting the contention that the rights and interests of the creditors are no affected as a result of the proposed scheme.

(2.) THE substantive petitions were admitted vide order dated 15th July 2013. The public notices for the same were duly advertised in the newspapers 'Indian Express' English daily, Vadodara edition, and 'Sandesh' Gujarati Daily, Surat edition both dated 25th July 2013. The publication in the Government gazette was dispensed with. Affidavits dt. 5th August 2013 confirm the same. No one has come forward with any objections to the said petitions even after the publication and the same has been further confirmed by the additional affidavit dated 17th December 2013.

(3.) NOTICE of the petitions have been served upon the Central Govt. and Mr. M. Iqbal A. Shaikh, learned Senior Central Government Counsel appears for the Central Govt. A common affidavit dt. 11th December 2013 has been filed by Mr. Shambhu Kumar Agarwal, the Regional Director, North -Western Region, Ministry of Corporate Affairs, whereby several observations were made.