G E INDIA INDUSTRIAL PRIVATE LIMITED Vs. STATE

JUDGEMENT

(1.) PRESENT Judges' Summons has been taken out by the applicant G.E.India Industrial Private Limited (Transferor Company) for an appropriate order of dispensing with the requirement of convening and holding of meeting of Equity Shareholders and Preference Shareholders of the applicant Company for the purpose of considering, and if thought fit, approving with or without modification(s) the Scheme of Arrangement and Demerger of the applicant Company with Enduring Plastics Private Limited (Transferee Company). It is also further prayed by the applicant Company for an appropriate order of convening meetings of Secured Creditors and Unsecured Creditors of the Applicant Company for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Arrangement and Demerger of the Applicant Company with Enduring Plastics Private Limited.

(2.) SHRI K.S.Nanavati, learned Senior Advocate appearing on behalf of the applicant Company has drawn the attention of this Court to Page Nos. 155 to 182 (Annexure F - 1, Colly.) and also to Page Nos. 184 to 188 (Annexure G -1, Colly.) and has submitted that all the Equity Shareholders as well as Preference Shareholders of the applicant Company have given in writing their consent letters approving proposed scheme of arrangement and demerger between the Transferor Company and the Transferee Company. Shri K.S.Nanavati, learned Senior Advocate appearing on behalf of the applicant Company has further submitted that so far as one of the Equity Shareholders of the applicant -Company i.e. M/s. Druck Messtchnik GmbH, incorporated and registered in Germany, is concerned, they were original shareholder, however, the name of the said Equity Shareholder has been subsequently changed to G.E.Sensing GmbH with effect from 26.09.2006. It is further submitted that the said Equity Shareholder has granted approval and consent in the new name to the present Scheme of Amalgamation and has also granted consent for the purpose of seeking dispensation from this Court, from the requirement of convening meeting of Equity Shareholder of the Company. A copy of the certificate issued by the competent authority for the purpose of change of name of M/s. Druck Messtechnik GmbH to M/s. G.E.Sensing GmbH is produced at (Annexure -H) to the application.

(3.) HAVING procured and produced written consent and approval of the all the Equity Shareholders as well as Preference Shareholders to the proposed scheme of arrangement and demerger between the G.E.India Industrial Private Limited and Enduring Plastics Private Limited, and considering Para 13.1 of the application, the meeting of Equity Shareholders as well as Preference Shareholders of the applicant Company for the purpose of considering and if thought fit, approving with or without modification(s) the proposed scheme of arrangement and demerger of the applicant Company with Transferee Company as required under Section 391(2) of the Companies Act, 1956 are hereby dispensed with.