Rose Packers Private Limiteds

IN THE HIGH COURT OF GUJARAT AT AHMEDABAD COMPANY APPLICATION No. 209 of 2007 For Approval and Signature:

HONOURABLE MR.JUSTICE M.R. SHAH ========================================================= 1 Whether Reporters of Local Papers may be allowed to see the judgment ?

2 To be referred to the Reporter or not ?

3 Whether their Lordships wish to see the fair copy of the judgment ?

4 Whether this case involves a substantial question of law as to the interpretation of the constitution of India, 1950 or any order made thereunder ?

5 Whether it is to be circulated to the civil judge ?

========================================================= ROSE PACKERS PRIVATE LIMITED - Applicant(s) Versus . - Respondent(s) ========================================================= Appearance :

MRS SWATI SOPARKAR for Applicant(s) : 1, None for Respondent(s) : 1, ========================================================= CORAM : HONOURABLE MR.JUSTICE M.R. SHAH Date : 27/04/2007 ORAL JUDGMENT Present Judges summons has been taken out by the applicant company ROSE PACKERS PRIVATE LIMITED (one of the transferor company) for an appropriate order dispensing with the meetings of the equity shareholders and the creditors of the applicant company to consider and/or approve with or without modifications the proposed scheme of arrangement in the nature of amalgamation of Rose Packers Private Ltd., Tulip Processors Private Ltd., Daisy Packers Pvt. Ltd., Goradia Innovative Technologies Private Ltd., Amigo Brushes Private Ltd., Dentabrush Private Ltd., Alfa Bristlers Private Ltd., Jewel Brushes Private Ltd., Opal Bristlers Private Ltd., Pearl Bristlers Private Ltd., Snowdrop Bristlers Private Ltd., Unident Brushes Ltd. and Coronet Products Private Ltd with Amigo Securities Pvt. Ltd. (transferee company).

It is reported that Amigo Securities Pvt. Ltd. is the applicant in Company Application No.208 of 2007.

2. Ms. Soparkar, learned advocate appearing on behalf of the applicant has drawn attention of the Court to pages 50 to 56 (Annexure D to the application) and has submitted that all the equity shareholders of the applicant company have given their consent in writing to the proposed scheme of amalgamation. It is further submitted that there are no secured creditors of the applicant company as on date of the application. Further, attention of this Court is drawn to page 57 to 67 (Annexure E to the application) and it is submitted that all the unsecured creditors of the applicant company have given their consent in writing to the proposed scheme of amalgamation. Attention of the Court is also drawn to a certificate by the Chartered Accountant confirming the present status of the creditors which is produced at page 68 and 69 (Annexure F to the application). Therefore, it is requested that the meetings of the equity shareholders and the creditors be dispensed with.

3. Having procured and produced the written consent of all the equity shareholders and unsecured creditors of the applicant company to the proposed scheme of arrangement amalgamating Rose Packers Private Ltd., Tulip Processors Private Ltd., Daisy Packers Pvt. Ltd., Goradia Innovative Technologies Private Ltd., Amigo Brushes Private Ltd., Dentabrush Private Ltd., Alfa Bristlers Private Ltd., Jewel Brushes Private Ltd., Opal Bristlers Private Ltd., Pearl Bristlers Private Ltd., Snowdrop Bristlers Private Ltd., Unident Brushes Ltd. and Coronet Products Private Ltd with Amigo Securities Pvt. Ltd., and there being no secured creditors, the meetings of the equity shareholders and the unsecured creditors of the applicant company as required to be held under the provisions of section 391(2) of the Companies Act, 1956 are hereby dispensed with.

4. This application is accordingly disposed of. No costs.

(M.R. SHAH, J.) shekhar