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Leistung Engineering Private ... vs .....Respondent(S)

High Court Of Gujarat|18 September, 2013
1. The Applicant Leistung Engineering Private Limited in this application is the Transferee Company, which proposes to enter into an arrangement in the nature of Scheme of Amalgamation Micro Mech Products Private Limited , the Transferor Company with Leistung Engineering Private Limited, the Transferee Company.
2. Heard Ms.Vaibhavi Parikh, learned Counsel appearing for the Applicant-Company.
The Applicant-Company is a private limited Company, belongs to the same group of management and majority of the shares are being held by the same promoters of the Transferor Company viz. Micro Mech Products Private Limited. The Company is engaged in the activity of carrying on the business of manufacturing of all types of filtration system suitable for food, pharma, beverages, water and chemical industries, trading and jobwork business of engineering products. The amalgamation is proposed to consolidate the activities of the entities and achieve synergies. The application gives details of the benefits envisaged due to the proposed scheme.
It is submitted that all the Equity Shareholders of the Applicant Company have given their consent in writing approving the proposed Scheme of Amalgamation. The said consents are annexed as Annexure D to the application. The certificate from the Chartered Accountant confirming the status of the Equity Share holders of the Applicant Company as well as receipt of consent letters from allof them is annexed as Annexure E to the application.
5. In view of this, the prayer is made vide Paragraph (a) of the Judges Summons that the meeting of all the Equity Shareholders of the Applicant Company, as required to be held under the provisions of Section 391(2) of the Companies Act, 1956 be dispensed with. Considering the submissions and written consents submitted by the Equity Shareholder of the Applicant Company, meeting is not necessary to be held and hereby dispensed with.
6. The Company Application is hereby disposed of.
(K.M.THAKER, J.) Girish Page 2 of 2
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