GLOFAME COTSPIN INDUSTRIES LTD. Vs. STATE

JUDGEMENT

(1.) THESE are the petitions filed by two petitioner -companies for sanction of a scheme of amalgamation of Glofame Cotspin Industries Ltd. (the transferor -company) with Welspun India Ltd. (the transferee -company) and their respective members and creditors, under Section 391 read with Section 394 of the Companies Act, 1956.

(2.) THE transferor -company was incorporated and registered under the Companies Act, 1956, on March 14, 1992, under the name and style of J.M. Patel Sales Private Ltd. Its name has undergone several changes and the present name of the company was adopted from January 15, 2002. The transferor -company is a public limited company and the promoters are holding about 74.82 per cent, of the total issued, subscribed and paid up equity share capital of the company whilst financial institutions and the general public hold the remaining shares. The transferee -company was incorporated and registered under the Act on January 17,1985, in the State of Maharashtra under the name and style of Welspun Winilon Silk Mills Private Ltd. Its name was changed to Welspun Polysters (India) Ltd. upon change in the status of private limited to a public limited company and thereafter, its registered office was shifted from the State of Maharashtra to the State of Gujarat. The present name of the company was adopted on October 12,1995. The promoters of the company hold about 34 per cent, of the total issued, subscribed, and paid up equity share capital of the company whilst financial institutions and the general public hold the remaining shares.

(3.) COMPANY Petition No. 26 of 2005 was admitted on February 11, 2005 and it was observed therein that both the petitioners have sought the order of sanction from this Court to the scheme of compromise and arrangement between the company and all its members and creditors of the company. Meetings of the shareholders and creditors of the company had been convened in pursuance of an order dated January 31, 2005, passed by this Court and the chairman appointed for the said meetings has submitted his report which is at page 459 of this petition. The chairman has reported that the compromise and/or arrangement was read out and explained to the persons attending the meetings and the same has been approved by the shareholders and the creditors. The petition was ordered to be advertised in Indian Express, English daily, Baroda edition and Gujarat Mitra, Gujarati daily, Surat edition along with Western Times (English and Gujarati) editions. Publication in the Official Gazettee was dispensed with. Notice was issued to the Central Government and the official liquidator was permitted to engage a chartered accountant from his panel and obtain the necessary report from him at the cost of the petitioner.