IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION No 313 of 2002
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SAURASHTRA PAINTS LIMITED
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Appearance:
1. COMPANY APPLICATION No. 313 of 2002
SINGHI & CO for Petitioner No. 1
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CORAM : MR.JUSTICE K.A.PUJ
Date of Order: 22/11/2002
ORAL ORDER
Heard Mr. Sandeep Singhi, ld. Advocate for the
applicant company. The applicant has approached this
Court with a prayer for getting orders of dispensation of
convening and holding meeting of its shareholder and
unsecured creditors. The applicant is a wholly owned
subsidiary of Goodlass Nerolac Paints Limited, the
Transferee Company. The holding Company has given its
consent which is annexed to this Application at Annexure
‘E’.
2.Further, Mr. Singhi, ld. advocate, has referred
to the Balance Sheet of the applicant as on 31st March
2002. The applicant company has excess of assets over
liabilities to the tune of Rs. 135.12 lakhs. In the
case of Transferee Company which is a profit making
Company, there is an excess of assets over liabilities to
the tune of Rs. 208,30.34 lakhs as on 31st March 2002.
Further, the Transferee Company is the major creditor of
the applicant. In the scheme there is no contemplation
for extinction or reduction of liability of any creditor
nor are the terms of payment proposed to be altered. In
the circumstances, I am of the view that the rights of
the creditors are not adversely affected by the proposed
Scheme and that the meeting of the Unsecured Creditors is
not required to be called for. In the application it is
mentioned that there are no Secured Creditors of the
applicant company. In the circumstances, I allow this
application for dispensation with the requirement of
holding of the meeting of the shareholder and Unsecured
Creditors of the applicant and also in respect of the
advertisement to be given in the newspapers. Similarly,
publication in the Gujarat Government Gazette is also
dispensed with.
3.The dispensation of calling for the meeting of
Unsecured Creditors as well as advertisement in respect
thereof in newspapers is only on the condition that as
and when a substantive petition is filed by the applicant
before this Court, a separate Notice will have to be
issued by the applicant to each and every Unsecured
Creditor informing them about the hearing of the petition
and seeking their views in respect of the petition as to
whether support or object to the petition.
4.This Company Application accordingly stands
disposed of.
rmr. [ K.A. Puj, J. ]