Gujarat High Court
Samarath Doshi Investment Company ... vs Respondent(S) on 30 November, 2015
Author: Abhilasha Kumari
Bench: Abhilasha Kumari
O/COMA/371/2015 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 371 of 2015
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SAMARATH DOSHI INVESTMENT COMPANY PRIVATE
LIMITED....Applicant(s)
Versus
......Respondent(s)
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Appearance:
MRS. SANGEETA N PAHWA, ADVOCATE FOR THAKKAR AND PAHWA,
ADVOCATES, ADVOCATE for the Applicant(s) No. 1
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CORAM: HONOURABLE SMT. JUSTICE ABHILASHA
KUMARI
Date : 30/11/2015
ORAL ORDER
1 The present Judges Summons has been taken out by the applicantSamarath Doshi Investment Private Limited (the Transferor Company), for appropriate orders for dispensing with the meeting of the Equity Shareholders of the applicantcompany on the ground that all the Equity Shareholders of the applicant company have given their consent in writing, in approval of the scheme of Amalgamation of Echjay Overseas Trade Private Limited, Hari Mahavin Investment Private Limited, Samarath Doshi Investment Page 1 of 4 HC-NIC Page 1 of 4 Created On Wed Dec 02 01:20:15 IST 2015 O/COMA/371/2015 ORDER Company Private Limited, Vinodchandra Doshi Investment Company Private Limited and V.H.Doshi & Sons Investment Company Private Limited, with Echjay Industries Private Limited and their respective Shareholders and Creditors.
2 Mrs. Sangeeta Pahwa, learned Advocate for the applicant, has submitted that there are only three Equity shareholders of the applicantcompany and all these three Equity shareholders have given their consent in writing. The copies of the consent letters of Equity Shareholders are produced at Pg. 56 to 58 of the compilation. It is further submitted that there are no secured or unsecured creditors of the applicantcompany. The attention of the Court is invited to a Certificate dated 18.11.2015, given by H.P Kumbhani & Co., Chartered Accountants, certifyiing that all the Shareholders of the applicant company have given their consent in writing, in approval of the Scheme and for waiving the right to call the meeting of the Equity Shareholders. The said Chartered Accountant, through another certificate at Annexure'E' has also certified that there are no secured and Page 2 of 4 HC-NIC Page 2 of 4 Created On Wed Dec 02 01:20:15 IST 2015 O/COMA/371/2015 ORDER unsecured creditors of the applicant company. It is, therefore, requested to pass an appropriate order to dispense with the meeting of the Equity Shareholders. 3 Mrs. Sangeeta Pahwa, learned Advocate for the applicant further submits that the Company is a registered NBFC with Reserve Bank of India(RBI) and the Company has obtained a NoObjection Certificate from the RBI for the proposed merger in compliance with RBI circular dated 9.11.2015, which is at Annexure'F' to the petition.
4 Having heard Mrs. Sangeeta Pahwa, learned Advocate for the applicant and considering the fact that all the Equity Shareholders of the applicant company have given their consent in writing, as required u/s. 391(2) of the Companies Act, 1956, to the proposed Scheme of Amalgamation, the meeting of the Equity Shareholders of the applicant company is ordered to be dispensed with.
5 In view of the above, the application stands disposed of.
Page 3 of 4 HC-NIC Page 3 of 4 Created On Wed Dec 02 01:20:15 IST 2015 O/COMA/371/2015 ORDER (SMT. ABHILASHA KUMARI, J.) Bimal Page 4 of 4 HC-NIC Page 4 of 4 Created On Wed Dec 02 01:20:15 IST 2015