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Issues involved: Application for scheme of arrangement in the nature of amalgamation u/s 391 to 394 of the Companies Act, 1956.
Details of the Judgment: Issue 1: Scheme of Arrangement for Amalgamation The applicant, Shree Balaji Cinevision (India) Pvt. Ltd., a transferor company, proposed to enter into a scheme of arrangement in the nature of amalgamation with Balaji Electrical Insulators Pvt. Ltd., a transferee company, u/s 391 to 394 of the Companies Act, 1956. Both companies belong to the same group of management, and the amalgamation is aimed at achieving synergic advantages. Issue 2: Shareholders and Creditors Consent All equity shareholders of the applicant company provided written consent on oath, approving the scheme of arrangement. Similarly, all unsecured creditors of the company also gave their written consent on oath for the proposed scheme. Certificates from the Chartered Accountant confirming the status of shareholders and creditors were annexed to the application. Issue 3: Dispensation of Meetings Due to the unanimous consent received from equity shareholders and unsecured creditors, the meetings of these stakeholders as required u/s 391(2) of the Companies Act, 1956 were deemed unnecessary and thus dispensed with. In conclusion, the application for the scheme of arrangement in the form of amalgamation was disposed of by the Gujarat High Court, recognizing the consent of shareholders and creditors as per the provisions of the Companies Act, 1956.
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