V LUX PRIVATE LIMITED Vs. STATE OF GUJARAT

JUDGEMENT

(1.) THE present petition is preferred for sanctioning the Scheme of Amalgamation, which is produced at Annexure-E, of V. Lux Pvt. Ltd. , which is a Transferor Company with Xylon Electrotechnic Pvt. Ltd. which is Transferee Company.

(2.) IT appears that vide Order dated 16. 03. 2007 passed by this Court (Coram : M. R. Shah, J.)in Company Application No. 124/07, as the consent letters of the shareholders and unsecured creditors were produced and as there were no secured creditors, the meeting of the equity shareholders and unsecured creditors of the petitioning company were dispensed with.

(3.) IT also appears that vide order dated 16. 03. 2007 passed by this (Coram : M. R. Shah, J.)in Company Application No. 125/07 which was preferred by Xylon Electrotechnic Pvt. Ltd. (the Transferee Company), in view of the reasons recorded therein, as in the Scheme of Amalgamation, the Transferee Company was the holding Company, it was observed that separate proceedings are not required to be taken under Section 391 (2) of the Companies Act by the said Company. The copy of the said order is placed on record by Mrs. Soparkar, learned counsel appearing for the petitioner. Therefore, it appears that the Transferee Company has not taken out separate proceedings for sanctioning the Scheme of Amalgamation.