LAXCON STEELS LIMITED....Applicant Versus ......Respondent ====================================== Appearance:
MR PAVAN S GODIAWALA, ADVOCATE for the Applicant ====================================== CORAM: HONOURABLE MR.JUSTICE S.R.BRAHMBHATT Date : 08/04/2015 ORAL ORDER
1. Heard Mr.Pavan S. Godiawala, learned advocate for the applicant.
2. The present application is filed by the Transferee Company seeking dispensation of the meetings of the Equity Shareholders of the Transferee Company for considering and if thought fit with or without modification the scheme in the nature of Amalgamation of Allied Holdings Pvt. Ltd., with Laxcon Steels Limited, pursuant to obtaining of the individual consent letters in writing approving the scheme from all the equity shareholders. Further the applicant also seeks dispensation of the meetings of the unsecured and secured creditors as their rights are not affected.
3. The applicant produced the consent letters of the shareholders and certificate certifying the consent letters issued by the practicing Company Secretary. Further the applicant also produced the certificate of Chartered Accountant certifying that, as on 31st March 2014 there are 196 unsecured and 17 secured creditors on the books of the Transferor Company and rights of neither the secured nor the unsecured Page 1 of 2 O/COMA/114/2015 ORDER creditors are getting even remotely affected. Further it is stated in the certificate that, capital base and net worth in fact getting increased pursuant to the merger. It is further certified that, the transferee company is not entering into any contract or offering any compromise or arrangement with the unsecured and secured creditors.
4. It is stated in affidavit in support of Judge's Summons at paragraph no.8 that the transferee company is going to remain in existence and hence the rights of secured and unsecured creditors are not going to be even remotely affected. It is further stated that, though there is no requirement to obtain consent, the Indian Overseas Bank and Punjab National Bank gave no objection as the applicant earlier requested for the same. Hence, it is submitted that, the meetings are not required to be convened and held of such classes.
5. Considering the certificates, consent letters and averments as made in the affidavit in support of Judge's Summons, it is ordered that, the meeting of the members - equity shareholders, unsecured creditors and secured creditors as required under Section - 391 (1) of the Companies Act, 1956 are hereby dispensed with and the notice of publication in newspapers and Government Gazette is also dispensed with.
6. This order would not in any manner be construed as absolving and/or limiting the liability, be it is statutory or otherwise of anyone concerned only on account of passing of this order and the scheme is in compliance with the provisions of law as stated at the bar by the learned advocate for the applicant.
7. With the above observation, the application is disposed of.
(S.R.BRAHMBHATT, J.) Rathod...