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COMP/45/2010 1/ 3 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
PETITION No. 45 of 2010
In
COMPANY
APPLICATION No. 488 of 2009
=========================================
SIEMENS
HEALTHCARE DIAGNOSTICS LIMITED - Petitioner(s)
Versus
SIEMES
LTD - Respondent(s)
=========================================
Appearance :
MRS
SWATI SOPARKAR for
Petitioner(s) : 1,
None for Respondent(s) :
1,
=========================================
CORAM
:
HONOURABLE
MR.JUSTICE M.R. SHAH
Date
: 22/03/2010
ORAL
ORDER
1. The
present Company Petition has been filed by the petitioner-Siemens
Healthcare Diagnostics Ltd. (transferor Company) to obtain sanction
of this Court to the scheme of amalgamation to be made between the
petitioner-Siemens Healthcare Diagnostics Ltd. (transferor Company)
with Siemens Ltd. (transferee Company).
2. Heard
Shri Saurabh Soparkar, learned Senior advocate appearing with Ms.
Swati Soparkar, learned advocate appearing on behalf of the
petitioner (transferor Company). It has been submitted that the
transferee Company viz. Siemens Ltd. having its registered office in
the State of Maharashtra has filed necessary proceedings in the
Bombay High Court.
2.1. It
is also further submitted that pursuant to the order dated 14/12/2009
passed by this Court in Company Application No. 488/2009, separate
meetings of the equity shareholders and unsecured creditors were duly
convened and held on Thursday, the 28th day of January
2010 and the proposed scheme of arrangement was unanimously approved
i.e. 100% in number and 100% in value, by the equity shareholders of
the Company present and voted at the meeting. The Chairman’s report
alongwith the affidavit of the Chairman has been placed on record.
2.2. It
is further submitted that however, the meeting of the unsecured
creditors, though duly convened, could not be proceeded with due to
lack of quoram. Thereafter, the petitioner (transferor Company)
moved an application, being Company Application No. 47/2010, for
modification of the directions in this regard and vide order dated
09/03/2010 the meeting of the unsecured creditors was dispensed with
considering the written consent letters received from the unsecured
creditors representing more than 95% of the total value of the debt
of the Company, and, therefore, it is requested to consider the
present petition for the reliefs sought for and grant sanction to the
proposed scheme of arrangement in the nature of amalgamation of the
petitioner (transferor Company) with the transferee Company.
3. ADMIT.
4. NOTICE
to the Central Government through the Regional Director, Department
of Corporate Affairs, Everest, Marine Drive, Mumbai 400 002 as
well as the Official Liquidator, who in turn is directed to appoint
the Chartered Accountant out of the panel maintained by him to look
into the books of the petitioner Company, the cost for which shall be
borne by the petitioner Company.
5. Final
hearing of the petition is fixed on 07/05/2010.
6. Notice
of hearing of the petition to be published in the Indian Express
(English Daily), Vadodara edition, Sandesh (Gujarati Daily), Vadodara
edition and Economic Times, Ahmedabad edition. Publication of notice
in Government Gazette is dispensed with.
(M.R.
SHAH, J.)
siji
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