Gujarat High Court
Echjay Overseas Trades Private Limited vs Respondent(S) on 30 November, 2015
Author: Abhilasha Kumari
Bench: Abhilasha Kumari
O/COMA/369/2015 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 369 of 2015
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ECHJAY OVERSEAS TRADES 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 applicantEchjay Overseas Trades 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 applicantcompany 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 Company Private Limited, Vinodchandra Doshi Investment Company Private Page 1 of 3 HC-NIC Page 1 of 3 Created On Wed Dec 02 01:20:04 IST 2015 O/COMA/369/2015 ORDER 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. 70 to 72 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'D', page73) has also certified that there are no secured and unsecured creditors of the applicant company. It is, therefore, requested to pass an appropriate order to dispense with the meeting of Page 2 of 3 HC-NIC Page 2 of 3 Created On Wed Dec 02 01:20:04 IST 2015 O/COMA/369/2015 ORDER the Equity Shareholders.
3 Mrs. Sangeeta Pahwa, learned advocate for the applicant further submits that the Company is a registered NBFC with the 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.
(SMT. ABHILASHA KUMARI, J.) Bimal Page 3 of 3 HC-NIC Page 3 of 3 Created On Wed Dec 02 01:20:04 IST 2015