COMA/240/2007 1/5 JUDGMENT IN THE HIGH COURT OF GUJARAT AT AHMEDABAD COMPANY APPLICATION No. 240 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 ? ========================================================= ADITYA BIRLA INSULATORS LTD. - Applicant(s) Versus . - Respondent(s) ========================================================= Appearance : SINGHI & CO for Applicant(s) : 1, None for Respondent(s) : 1, ========================================================= CORAM : HONOURABLE MR.JUSTICE M.R. SHAH Date : 11/05/2007 ORAL JUDGMENT 1. Leave to produce on record Chartered Accountant's certificate dated 7.5.2007 as Annexure – H. COMA/240/2007 2/5 JUDGMENT 2. Present Judge's Summons has been taken out by the applicant company – Aditya Birla Insulators Limited (transferor company) to dispense with the meeting of the equity shareholders of the applicant company to consider and if thought fit to approve with or without modification proposed scheme of amalgamation of the applicant company with Aditya Birla Nuvo Limited (transferee company). It is also further prayed to dispense with the meeting of the secured and unsecured creditors of the applicant company. 3. Shri Mihir Joshi, learned Senior Advocate appearing for the applicant company has drawn attention of the Court to pages – 76 to 83 (Annexure – F Collectively) and has submitted that all the equity shareholders of the applicant company have given their consent in writing by way of consent letters approving and/or giving consent to the proposed scheme of amalgamation and therefore, it is requested to dispense with the meeting of the equity COMA/240/2007 3/5 JUDGMENT shareholders. 4. Shri Joshi, learned Senior Advocate has further submitted that as under the proposed scheme no compromise is offered to any of the creditors, whether secured or unsecured and neither any liability of the creditors under the scheme is being reduced or extinguished and even as per the audited balance sheet as at 31.3.2007 in the case of applicant company there is an excess of assets over liabilities to the tune of Rs.103.33 crores after adjustment of inter company balances and that in the case of transferee company as per the audited balance sheet as at 31.3.2007 there is an excess of assets over liabilities to the tune of Rs.3110.45 crores after adjustment of inter company balances and therefore, it is requested to dispense with the meeting of the secured and unsecured creditors of the applicant company for considering proposed scheme of amalgamation. 5. Having procured and produced the written consent COMA/240/2007 4/5 JUDGMENT of all the equity shareholders of the applicant company to the proposed scheme of amalgamation of the transferor company with transferee company, the meeting of the equity shareholders of the applicant company for the purpose of considering and if thought fit approving with or without modification proposed scheme of amalgamation of the transferor company with the transferee company as required under Section 391 of the Companies Act, 1956 is hereby dispensed with. 6. Considering the Chartered Accountant's certificate and specific averments in the application at paragraph – 14 to the effect that under the scheme no compromise is offered to any of the creditors, whether secured or unsecured and neither any liability of the creditors under the scheme is being reduced or extinguished and considering the audited balance sheet as at 31.3.2007 so far as the applicant company is concerned there is an excess of assets over liabilities to the tune of Rs.103.33 crores COMA/240/2007 5/5 JUDGMENT after adjustment of inter company balances and considering the fact that in the case of transferee company on the basis of the audited balance sheet as on 31.3.2007, there is an excess of assets over the liabilities to the tune of Rs.3110.45 crore after adjustment of the inter company balances, the meeting of the creditors of the applicant company is not required to be called for as the interest of the secured and unsecured creditors of the applicant company are not in any way affected by the present proposed scheme. Under the circumstances, the same is hereby dispensed with. 7. This application is accordingly disposed of. [ M.R.Shah, J.] kdc