2005 (4) TMI 309 - HC - Companies Law

Summary

Issues:
Dispensing with the calling of a meeting for consideration and approval of a scheme of amalgamation under sections 391 and 394 of the Companies Act, 1956.

Analysis:
The High Court of Rajasthan, in the case of Shyam Cellular Infrastructure Projects Limited, addressed the issue of dispensing with the calling of a meeting for the consideration and approval of a scheme of amalgamation under sections 391 and 394 of the Companies Act, 1956. The petitioner, a transferor company, sought an order to dispense with the meeting of its shareholders regarding the scheme of amalgamation with a transferee company. The court noted the shareholdings of the petitioner, which included percentages held by the transferee company, another company, and several individual members. The court observed that the shareholders had provided their "no objection" to dispensing with the meeting, as evidenced by documents submitted with the application. It was highlighted that the petitioner had no creditors. Based on the documents presented, the court was satisfied that the request to dispense with the meeting deserved acceptance. Consequently, the court ruled to dispense with the holding of the meeting of the shareholders of the petitioner-transferor-company as required under sections 391 and 394 of the Companies Act, 1956, for the consideration and approval of the scheme of amalgamation with the transferee company. The application was thus disposed of by the court.