In Re: Aditya Container Freight Station (P.) Ltd.

K.A. Puj., J.—The present petitions are filed seeking sanction of Scheme of Arrangement in the name of demerger of CFS Division of Gandhidham Developers Private Limited into Aditya Container Freight Station Private Limited.

Gandhidham Developers Private Limited filed Company Application No. 350 of 2008 seeking directions as to convening of the meetings of the equity shareholders, secured creditors and unsecured creditors for considering the Scheme of demerger. This Court vide order dated 15-5-2008 made in Company Application No. 350 of 2008 has directed to hold meetings of the shareholders and creditors on 13-6-2008. It is stated on behalf of the petitioner that the meetings were adjourned from time to time and finally the adjourned meetings were held by the Chairman of the respective meetings on 15-12-2008. As there was some delay in filing the Chairman Report in respect of each meetings, the petitioner filed OJ Civil Application No. 6 of 2009 seeking enlargement of time to file Chairman Report in respect of each of the meetings. This Court vide order dated 16-1-2009 made in Company Petition No. 5 of 2009 with Civil Application No. 6 of 2009 ordered extension of time for filing the Chairman report in respect of each of the meetings. This Court also ordered that filing of the Chairman Report with the memo of Company Petition is to be treated in due compliance with the directions issued in the order dated 15-5-2008 made in Company Application No. 350 of 2008.

Aditya Container Freight Station Private Limited filed Company Application No. 349 of 2008 seeking directions as to convening of the meeting of the equity shareholders for considering the Scheme of demerger. This Court vide order dated 15-5-2008 made in Company Application No. 349 of 2008 has directed to hold meeting of the shareholders on 13-6-2008. It is stated on behalf of the petitioner that the meeting of the shareholders was held as scheduled and Chairman Report is also filed. However, it appears that there was some delay in filing the Chairman Report. Accordingly, the petitioner filed OJ Civil Application No. 5 of 2009 seeking enlargement of time to file Chairman report in respect of the meeting. This Court vide order dated 16-1-2009 made in Company Petition No. 4 of 2009 with Civil Application No. 5 of 2009 ordered extension of time for filing the Chairman Report in respect of the meeting. This Court also ordered that filing of the Chairman Report with the memo of Company Petition is to be treated in due Compliance with the directions issued in the order dated 15-5-2008 made in Company Application No. 349 of 2008.

The petitioners thereafter filed Company Petitions seeking sanction of the Scheme of Arrangement.

This Court vide order dated 16-1-2009 made the order of admission of both the petitions and directed issuance of notice to the Regional Director. This Court also directed publication of notice in Gujarati Daily ''Loksattd ''Jansatta'' and English Daily ''Indian Express'' both Ahmedabad editions. It is stated that as there was some delay in publication of the advertisements, Civil Application Nos. 59 and 60 of 2009 came to be filed seeking orders as to fresh date of final hearing of both the Company Petitions. This Court vide common order dated 19-2-2009 directed fixing of final hearing of both the petitions on 30-3-2009.

Pursuant to the order dated 16-1-2009, the petitioners have published the notice of petition in Gujarati Daily ''Loksattd ''Jansatta'' and English Daily ''Indian Express'' both Ahmedabad editions on 4-3-2009. The authorized officer of the respective Companies have filed their affidavits dated 19-3-2009 in support of publication of advertisements.

In response to the notice to the Regional Director, Western Region, Department of Company Affairs, Mumbai, Shri Harin P. Raval, learned Assistant Solicitor General has appeared and has filed an affidavit dated 27-3-2009 of Dy. ROC. Along with the affidavit, a letter dated 26-3-2009 addressed by the Regional Director to the Registrar of Companies has been produced. A perusal of this affidavit would disclose that there are two observations made by the office of the Regional Director. The first observation pertains to submitting the latest financial statement before this Court. Mr. Pahwa, learned advocate appearing for the petitioner places an affidavit of the authorized officer of the petitioner in Company Petition No. 5 of 2009 in response to the report of Regional Director. In response to the first observation, it is stated that latest financial statement as provisional balance sheet as at 31-3-2009 (provisional) has been served upon the learned Central Government Standing Counsel and a copy thereof has also been tendered in the Court. Mr. Raval is satisfied with the compliance of the first observation. With respect to the second observation, it is stated that this observation pertains to the details of the assets and liabilities of CFS Division of the demerged company that are going to be transferred to and vested in the resulting Company. Mr. Pahwa states on affidavit that as per clause 1.8 of the Scheme, all the assets of CFS Division of the demerged Company are to be transferred into the resulting Company. Even otherwise, it is stated that the list of the fixed assets of CFS Division of the demerged company is contained in Schedule XII of the balance sheet as at 31-3-2008, a copy of which is annexed at Annexure B to Company Petition No. 5 of 2009. Mr. Pahwa also submits that as per the requirements of Rule 84 of the Companies (Court) Rules, 1959 read with Form No. 42, the demerged Company will be required to submit short description of the assets to be transferred to the resulting Company for the purpose of making an order u/s 394 of the Act. It is, therefore, submitted that at this stage, there may not be any need to submit a separate list of the assets. Mr. Raval has no further objection in respect of this observation.

Heard the learned advocates appearing for the parties. Considering the above facts and circumstances, this Court is of the opinion that both the observations stand satisfied. The Scheme of Arrangement annexed at Annexure "D" to the petition is accordingly sanctioned.

The cost of Central Government is quantified at Rs. 3,500 per petition. Liberty is given to the Transferee Company to pay the amount of cost directly by drawing a cheque in favour of Mr. Harin P. Raval, learned Assistant Solicitor General.