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COMA/60520/2008 2/ 4 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 605 of 2008
=========================================================
WELSPUN
INVESTMENTS 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
: 28/11/2008
ORAL
ORDER
Leave
to amend.
Upon the application of
the abovenamed company by summons dated 26.11.2008, filed under
Sections 391 to 394 read with Sections 100 to 104 of the Companies
Act, 1956, upon hearing Smt. Swati Soparkar, advocate for the
applicant company and upon reading of the affidavit dated
24.11.2008, filed in support of the Judges’ Summons for directions
and other relevant annexures attached in support of the contents of
the affidavit filed by the deponent, (Exhibit ‘C’ being a copy of
the proposed scheme of arrangement) and considering the following
submissions.
The applicant in the
abovereferred Company Application viz. Welspun Investments Ltd., is
the resulting company which proposes to enter into an arrangement in
the nature of demerger and transfer of Investment and Treasury
Division of Welspun India Ltd., the demerged Company to Welspun
Investments Ltd., and restructure of capital of the applicant
company.
It has been pointed out
that the applicant is the wholly owned subsidiary of the demerged
company. All the equity shareholders of th applicant Company, i.e.
the demerged company and its nominees have given their consent in
writing approving the scheme of arrangement. The said consents are
annexed as Annex. ‘D’ to the application. The certificate
confirming the status of shareholders is annexed as Annex. ‘E’ to
the application.
In view of this, it is
hereby ordered that the meeting of the 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 is hereby
dispensed with.
Further, considering that
the consequential reduction of share capital in form of cancellation
of initial capital of the applicant company is proposed as an
integral part of the proposed scheme of arrangement, and further
considering that the value of the shares to be issued by the
resulting company as a consideration for the proposed transfer of
marketing division, shall be more than the capital cancelled, there
will not be any net reduction of capital. In view of the same, it
is hereby ordered that the applicant resulting company shall not be
required to separately comply with Section 100 or any other
provisions of Companies Act, 1956.
The application is hereby
disposed off.
(K.
A. PUJ, J.)
kks
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