Gujarat High Court
Intelliswift Software (India) Private ... vs Respondent on 16 July, 2014
Author: S.R.Brahmbhatt
Bench: S.R.Brahmbhatt
O/COMA/185/2014 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 185 of 2014
======================================
INTELLISWIFT SOFTWARE (INDIA) PRIVATE LIMITED....Applicant
Versus
......Respondent
======================================
Appearance:
MR. PREMPAL RAWAT, ADVOCATE for the Applicant
======================================
CORAM: HONOURABLE MR.JUSTICE S.R.BRAHMBHATT
Date : 16/07/2014
ORAL ORDER
1. Heard Mr.P.P. Rawat, learned advocate for the applicant company and considered the affidavit dated 25 th June, 2014 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.
2. This is an application of the above named transferee company by summons dated 26 th June, 2014, filed under Section 391 of the Companies Act, 1956 in the matter of amalgamation of Intelliswift Consultancy Services Private Limited, the transferor company with Intelliswift Software (India) Private Limited, the applicant transferee company.
3. It is pointed out by learned advocate Mr.P.P.Rawat that all the equity shareholders of the applicant company have already approved the scheme of amalgamation as at AnnexureD to the application and they have given their written consents for approval of the proposed scheme of amalgamation and have also waived their rights to attend the meeting of the Equity Shareholders of the company and to vote thereat Page 1 of 3 O/COMA/185/2014 ORDER for the purpose of considering and approving the proposed scheme of amalgamation. The list of equity shareholders and their consents are attached with the application as AnnexureE (Colly). It is also pointed out that M/s. M.S.Chhajed & Co., Chartered Accountants, the Statutory Auditors of the applicant company have also given a certificate authenticating the list of equity shareholders of the company and confirming that all the equity shareholders of the applicant company have given their written consent approving the proposed scheme of amalgamation. The said certificate issued by M/s. M.S. Chhajed & Co., Chartered Accountants is at AnnexureF to the application. The attention of the Court is also drawn to paragraph no.10 of the affidavit in support of the Judges' summons wherein it is stated that there are no Secured Creditors of the company. So far as the unsecured creditors of the applicant transferee company are concerned, no arrangement or compromise with them is envisaged in the proposed scheme of amalgamation. Their rights and obligation qua the applicant transferee company shall remain the same even after implementation of the proposed scheme of amalgamation and the amalgamated company shall have a more sound financial position on consolidation of assets and liabilities of both the companies. Therefore, no directions either for holding their meetings or dispensation of their meetings are sought for in the Judges' summons.
Learned counsel submitted that the reliefs sought in this application are not in violation of any provision of the present Act as well as the act for which the notification is yet to be published and in consonance therewith.
4. In view of the aforesaid facts and circumstances, the meeting of equity shareholders of the applicant company under Section 391 of the Companies Act, 1956 for considering and approving the proposed scheme of amalgamation, is not necessary and the same is Page 2 of 3 O/COMA/185/2014 ORDER hereby dispensed with.
5. The application stands disposed of accordingly.
(S.R.BRAHMBHATT, J.) Rathod...
Page 3 of 3