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COMA/355/2010 4/ 4 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 355 of 2010
With
COMPANY
APPLICATION No. 357 of 2010
With
COMPANY
APPLICATION No. 358 of
2010
=========================================================
FALGUNBHAI
PATEL INVESTMENT 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
: 02/12/2010
ORAL
ORDER
DRAFT AMENDMENT
is allowed.
1. All the three
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.355 of 2010, may be noticed.
3. The applicant is a
Company registered under the Companies Act, 1956. The applicant
Company, by way of amendment in the present petition, has prayed for
the following reliefs:
“[A] That having
obtained the consents of the shareholders and the sole unsecured
creditor of the applicant company for the purpose of considering and
if thought fit, approving, with or without modification, the Scheme
of Amalgamation proposed to be made between Abadadarsh Investments
Private Limited, Satyeshleela Investments Private Limited, Janseva
Investments Private Limited, Suvas Shanti Investments Private
Limited, Samdrusthi Investments Private Limited, Falgunbhai Patel
Investments Private Limited, Parthiv Falgunbhai Patel Investments
Private Limited, P.F. Patel Stock Holding Private Limited and F.C.
Patel Stock Holdings Private Limited with Sandesh Patel Agencies
Private Limited, this Hon’ble Court may be pleased to dispense with
the meetings of the shareholders and the unsecured creditors.”
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
secured creditors of the Company. It is, further, stated that all the
equity shareholders and the sole unsecured creditor 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. Parag Jhaveri & Associates, dated 16.10.2010,
certifying that:
” On the basis of
verification of books of accounts and other relevant records,
maintained by M/S Falgunbhai Patel Investments Pvt. Ltd.(the
company), in connection with proposed amalgamation of the company
with M/S Sandesh Patel Agencies Pvt. Ltd., we hereby certify that as
on 16th October, 2010, the company is not having any
secured creditors and all the unsecured creditor have given their
consent to the scheme of proposed amalgamation of the company with
M/S Sandesh Patel Agencies Pvt. Ltd.”
5. Learned Counsel for
the applicant, therefore, submitted that in the facts of the present
case, it would not be necessary to call for the meetings of the
shareholders and the unsecured creditor, since the sole unsecured
creditor as well as the shareholders have given their consent in
writing, agreeing to the said scheme of amalgamation. She reiterated
that there are no secured creditors of the applicant Company.
6. The facts are
similar in other two company applications.
7. Under the
circumstances, I am of the opinion that the meetings of the unsecured
creditors and 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
MEETINGS of the unsecured creditors and the
shareholders, for approval of the Scheme of Amalgamation, be
DISPENSED with.
9. These applications
are DISPOSED of, accordingly.
(AKIL
KURESHI, J.)
Umesh/
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