NORFOLK INFOTECH PRIVATE LIMITED Vs. STATE OF GUJARAT

JUDGEMENT

(1.) THE present petitions are for sanctioning the Scheme of Amalgamation. The petitioner of Company Petition No. 33 of 2007 is the Transferee Company and the petitioners of Company Petition Nos. 30, 31 and 32 of 2007 are the Transferor Companies. The Scheme which is proposed to be sanctioned is produced at Annexure-C in the petitions.

(2.) IN Company Applications Nos. 38, 39, and 40 of 2007 were preferred for compliance compliance to the statutory provisions of holding of the requisite meeting for considering the scheme of amalgamation. However, vide order dated 2. 2. 2007 passed by this Court the meeting of the equity shareholders was dispensed with and there were no security creditors and unsecured creditors in Company Applications No. 38 and 39 of 2007. Whereas in case of Company Application No. 40 of 2007, the meeting of the equity shareholders and unsecured creditors were dispensed with. It may be recorded that it is on account of the concerned letters produced by the applicant company therein, the Court exercised the power for dispensation of the meeting.

(3.) BOTH these petitions came to be admitted on 9. 2. 2007 and it was ordered to advertise in two daily newspapers, viz. Indian Express (English daily) and Divyabhaskar (Gujarati daily) both Ahmedabad editions and the publication in the Government gazette was dispensed with. The notice was also ordered to be issued to the Central Government through Regional Director, Department of Company Affairs, Mumbai, and in case of Transferor Company, the notice was also issued to the Official Liquidator for examination through Chartered Accountant into the affairs of the Company.