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COMA/288/2010 1/ 3 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 288 of 2010
=========================================================
M
S KHURANA INFRASTRUCTURE AND TOLL ROAD PVT LTD - Applicant(s)
Versus
.
. - Respondent(s)
=========================================================
Appearance
:
MRS
SWATI SOPARKAR for
Applicant(s) : 1,
None for Respondent(s) :
1,
=========================================================
CORAM
:
HONOURABLE
MR.JUSTICE K.A.PUJ
Date
: 05/10/2010
ORAL
ORDER
1. Leave
to remove page Nos.21 to 39 as they are not relevant for the present
application.
2. The
present applicant in the Company Application No.288/2010 viz. M.S.
Khurana Infrastructure and Toll Road Private Limited is the
Transferor Company, which proposes to enter into an arrangement in
the nature of Scheme of Amalgamation with M.S. Khurana Engineering
Limited, the Transferee Company.
3. Heard
Mrs. Swati Soparkar, learned advocate for the applicant. It has been
submitted that the applicant company is the wholly owned subsidiary
of the Transferee Company viz. M.S. Khurana Engineering Limited. The
Board of Directors of both the companies have approved the proposed
scheme. Both the companies belong to the same group of management.
4. It
has been pointed out that all the Equity shareholders of the
applicant company, which include the Holding Company and its nominee,
in their capacity as the nominee of the holding company, have given
their consent in writing approving the scheme of amalgamation. The
consents are annexed as Annex. ‘D’ to the application. Similarly, the
sole Secured Creditor and all unsecured creditors of the Transferor
company have also given their approval to the proposed scheme in
writing. All these consent letters are produced on record at Annex.
‘E’ and ‘F’ respectively. The applicant company has also produced the
certificates from the Chartered Accountant at Annex. ‘G’ that
confirms the status of its shareholders and creditors and the receipt
of the consent letters from all the concerned parties.
5. In
view of this, the meetings of Equity shareholders and 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.
6. The
application is hereby disposed off.
(K.A.
Puj, J.)
Safir*
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