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COMA/246/2010 3/ 3 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 246 of 2010
=========================================================
RELIANCE
CAPITAL ASSET MANAGEMENT LIMITED - 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
: 25/08/2010
ORAL ORDER
Heard Mrs.Swati Soparkar,
learned counsel appearing for the applicant and perused the memo of
application alongwith documents attached therewith.
The present application
is filed by the applicant resulting Company in a scheme of
arrangement in the nature of de-merger and transfer of
Infrastructure Service Business of the Reliance Money and
Infrastructure Ltd., the de-merged company into Reliance Capital and
Asset Management Ltd. The de-merged Company has its registered
office in Mumbai and hence the requisite proceedings have been taken
out in the Bombay High Court. The application gives rational as well
as envisaged benefits of the proposed scheme.
The applicant Company is
a closely held limited company of the same group of management as
that of the de-merged company. All the equity shareholders of the
Company have given their written consent to the proposed scheme of
arrangement. All these consent letters as well as the C.A.
Certificate confirming the status as well as the receipt of the
written consent letters from all the equity shareholders have been
submitted to this Court. (Annex. H1 to H9 and I respectively). In
view of the same, the meeting of the equity shareholders of the
Company have been sought to be dispensed with. Attention of the
Court is drawn to the fact that there are no secured creditors of
the applicant Company as certified by the Chartered Accountant
(Annex.J). The rights and interests of the unsecured creditors of
the applicant resulting company shall not be affected in any manner
due to the proposed scheme. The next worth of the present resulting
Company is substantially positive in both pre-arrangement and post
arrangement scenario. The working of the same is also certified by a
Chartered Accountant. (Annex.K).
In view of this, the
meeting of the equity shareholders of the applicant Company, as
required to be held under provisions of Section-391(2) of the
Companies Act, 1956, is not necessary to be held and the same is
hereby dispensed with. The application is hereby disposed off.
(K. A. PUJ, J.)
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