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2013 (11) TMI 1706 - HC - Companies Law
Issues involved: Petition under section 391 (1) of the Companies Act, 1956 seeking dispensation of convening meetings of shareholders and creditors and dispensing with filing of the IInd Motion petition for the sanctioning of Scheme of Amalgamation.
Judgment Summary: 1. The petitioner-Transferee Company sought dispensation of convening meetings of shareholders and creditors and dispensing with filing of the IInd Motion petition for the sanctioning of Scheme of Amalgamation u/s 391 (1) of the Companies Act, 1956. 2. The Transferor and Transferee Companies, registered under the Companies Act, 1956, have approved the Scheme of Amalgamation, with details of their main objects in respective Memorandum and Articles of Association. 3. The Transferee Company, a listed company, has specified share capital and shareholders, secured creditors, and unsecured creditors, with the Transferor Company being its wholly owned subsidiary. 4. The Transferee Company prayed for exemption from filing the 2nd motion petition under section 391(1) and 394 of the Companies Act, as the proposed Scheme of Amalgamation would not affect the rights of its members or creditors. 5. Relying on past decisions, the Transferee Company argued that no additional equity shareholders are to be issued, and the voting rights of existing shareholders will not change, hence dispensing with the second motion petition is justified. 6. The Court found that the proposed scheme would not affect the rights of members or creditors, and since the Transferee Company is a wholly owned subsidiary of the Transferor Company, dispensing with the second motion petition was appropriate. 7. The Court ordered the dispensation of convening meetings of Equity Shareholders, Secured, and Unsecured Creditors of the Transferee Company, with a notice of the orders to be published in specified publications. 8. Any interested person has the liberty to apply to the Court for any direction(s) as per law, and the petition was disposed of accordingly.
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