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COMA/223/2010 4/ 4 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 223 of 2010
=========================================================
BAKERI
ENGINEERING & INFRASTRUCTURE LIMITED - Applicant(s)
Versus
.
- Respondent(s)
=========================================================
Appearance
:
MR
KS NANAVATI, SR. ADVOCATE with MR NANDISH CHUDGAR for NANAVATI
ASSOCIATES for
Applicant(s) : 1,
None for Respondent(s) :
1,
=========================================================
CORAM
:
HONOURABLE
MR.JUSTICE K.A.PUJ
Date
: 12/08/2010
ORAL ORDER
The present application
is filed by the applicant transferor Company viz. Bakeri Engineering
& Infrastructure Ltd., which proposes to enter into an agreement
in the nature of Scheme of Amalgamation and Demerger with Bakeri
Land Developers Pvt. Ltd., the transferee Company, the applicant in
the Company Application No.224 of 2010.
The applicant is a public
limited Company and is engaged in business activities as purchasers,
lessors, sellers, developers etc. all types of real estate and
properties and to act as promoters, organizers and developers of
lands, estate properties, housing schemes, etc. and other activities
described in the main objects of the applicant Company as stated in
its Memorandum of Articles of Association. The Scheme of
Amalgamation and Demerger is proposed to realign and reorganize the
business operations undertaken by the applicant
transferor/demerged Company and to transfer and vest the demerged
undertaking as a going concern, in the resulting Company i.e.
Transferee Company resulting in the residual Company carrying on the
remaining businesses, and for other purposes as stated in the
Scheme.
The applicant Company has
only eight equity shareholders as per the certificate of the
Director of the Company (Annexure-L) and all the said equity
shareholders have given their consent in writing approving the
Scheme of Arrangement and demerger, which are annexed to the
affidavit filed in support of the Summons for directions at
Annexure-M1 to M8. Further, the applicant has produced the
certificate of the Chartered Accountant at Annexure-H and J wherein
it is certified that the applicant Company has one secured and 13
unsecured creditors respectively as on 30.6.2010. The secured
creditor of the Company has given its consent in writing approving
the Scheme, which is produced at Annexure-I, whereas the consent
letters of all the unsecured creditors of the Company are annexed as
Annexure-K1 to K13 to the affidavit.
In view of this, the
meetings of the equity shareholders, secured creditors and unsecured
creditors of the applicant Company, as required to be held under
provisions of Section-391(2) of the Companies Act, 1956, are not
necessary to be held and are hereby dispensed with. The application
is hereby disposed off.
(K. A. PUJ, J.)
kks
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