IN RE: IRM PROPERTIES 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 IRM Properties Private Limited with Cadila Pharmaceuticals 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. The petitions give in details the benefits envisaged due to the scheme. It has been pointed out that vide the order dated 4th July 2013 passed in the Company Application no. 192 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 4th July 2013 passed in the Company Application no. 193 of 2013, the meeting of the Equity Shareholders of the Transferee Company was also 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 in view of the strong financial position of the Transferee Company.

(2.) THE substantive petitions were admitted vide order dated 22nd July 2013. The public notices for the same were duly advertised in the newspapers 'Indian Express' English daily, and 'Gujarat Samachar' Gujarati Daily, dt. 3rd August 2013, both Ahmedabad editions. The publication in the Government gazette was dispensed with. Affidavits dt. 6th September 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 21st September 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. An affidavit dt. 2nd September 2013 has been filed by Mr. Kashmir Lal Kamboj, the Regional Director, North -Western Region, Ministry of Corporate Affairs, whereby several observations were made.