AVANI PETROCHEM PVT LTD Vs. STATE

JUDGEMENT

(1.) THIS Judge's Summons has been taken out by the applicant, Avani Petrochem Pvt.Ltd., [Transferee Company] to dispense with meeting of equity shareholders of the applicant company to the proposed Scheme of Amalgamation amalgamating Amishi Petrochem Pvt.Ltd [Transferor Company] with the Transferee Company. It is also further prayed to pass an appropriate order of convening the meetings of the secured creditors and unsecured creditors of the applicant company for the purpose of considering and if thought fit approving with or without modification the proposed scheme of amalgamation amalgamating the Transferor Company with Transferee Company.

(2.) SHRI Harmish Shah, learned advocate appearing for the applicant has drawn the attention of this Court to Pages No. 89 to 96 [Annexure 'D' to the application] and has submitted that all the equity shareholders of the applicant company have given their consent/approval to the proposed Scheme of Amalgamation of Amishi Petrochem Pvt.Ltd., with Avani Petrochem Pvt.Ltd. Having procured and produced written consent of all the equity shareholders of the applicant company to the proposed scheme of amalgamation it is requested to dispense with meeting of equity shareholders of the applicant company as required under Section 391(2) of the Companies Act, 1956.

(3.) HAVING procured and produced the consent of all the equity shareholders of the applicant company to the proposed Scheme of Amalgamation amalgamating Avani Petrochem Pvt.Ltd. with the applicant company the meeting of the equity shareholders as required to be held under Section 391(2) of the Companies Act, 1956, is hereby dispensed with. So far as separate meeting of the unsecured creditors and secured creditors is concerned, it is ordered;