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COMA/379/2010 4/ 4 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 379 of 2010
With
COMPANY
APPLICATION No. 380 of 2010
To
COMPANY
APPLICATION No. 387 of 2010
======================================
AANGI
SHARES & SERVICES PVT LTD - Applicant(s)
Versus
Blank
Name - Respondent(s)
======================================
Appearance
:
MRS SANGEETA N PAHWA for
Applicant(s) : 1,
None for Respondent(s) :
1,
======================================
CORAM
:
HONOURABLE
MR.JUSTICE AKIL KURESHI
Date
: 16/12/2010
ORAL
ORDER
1. All
the nine applications involve similar questions, with similar
prayers, they are, therefore, being disposed of by this common order.
2. Facts,
as emerging from Company Application No.379 of 2010, may be noticed.
3. The
applicant is a Company registered under the Companies Act, 1956. The
applicant company has, in the present petition, prayed for the
following reliefs:-
“[A] That
having obtained the consent of the shareholders of the applicant
company for the purpose of considering and if thought fit, approving,
with or without modification, a Scheme of Amalgamation proposed to be
made between Aangi Shares & Services Private Limited and Anand
Yogesh Shares & Consultancy Private Limited and Bhaktisuri Shares
& Services Private Limited and D.B. Securities Private Limited
and H.K. Stock Services Private Limited and Parsvanath Fincon Private
Limited and Prasann Shares & Services Private Limited and
Rajendrasuri Financial Services(Gujarat) Private Limited and Vajshah
Shares & Consultancy Private Limited with Dharmanath Shares &
Services Private Limited, this Hon’ble Court may be pleased to
dispense with the meeting of the shareholders.”
4. It
is the case of the applicant, as emerging from the affidavit in
support of Judges Summons, that the Board of Directors of the
applicant Company has passed a resolution for approving the scheme of
amalgamation of the applicant Company with the transferee Company.
Such amalgamation is based on the belief that, upon amalgamation,
there will be better utilization of the resources and assets of the
companies concerned. Such decision has to be adopted by the
shareholders and creditors, for which, as per the provisions of the
Act, meetings are required to be called. In the affidavit, it is,
however, stated that there are no creditors of the Company. It is,
further, stated that all the equity shareholders of the Company have
given their consent, in writing, to the said scheme of amalgamation.
Such consent letters are produced along with the affidavit. Applicant
has also produced a certificate of Charted Accountants, M/s. Kiran &
Pradip Associates, dated 15.11.2010, certifying that:
“1.
We have examined the relevant records of the company in connection
with the scheme of amalgamation and more particularly considering
the consents obtained for the purpose of dispensation of the
meetings of the shareholders.
We
verify that the consents of the Equity Shareholders are as per the
records of the Company.
We
further state that as on 15.11.2010, the company does not have any
Secured or Unsecured Creditor.
We
state that we are giving this certificate on the request of the
company for the purpose of filing the same before the Hon’ble High
Court and the same is as per the records and the accounts duly
audited.”
5. Learned
Counsel for the applicant, therefore, submitted that in the facts of
the present case, it would not be necessary to call for a meeting of
shareholders, since all the shareholders have given their consent in
writing, agreeing to the said scheme of amalgamation. It is
reiterated that there are no creditors of the applicant Company.
6. The
facts are similar in other eight company applications.
7. Under
the circumstances, I am of the opinion that a meeting of the
shareholders, for approving the scheme of amalgamation can be
dispensed with, in exercise of powers under Rule-9 of the Companies
(Court) Rules, 1959.
8. In
the result, by allowing these applications, it is provided that the
meeting of the shareholders, for approval of the scheme of
amalgamation, be dispensed with.
9. These
applications are disposed of, accordingly.
(Akil
Kureshi, J.)
sudhir
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