2016 (4) TMI 1255 - HC - Companies Law

Scheme of Amalgamation - Held that - Having heard Mr. Navin K Pahwa, learned advocate for the applicant and considering the fact that all the Equity Shareholders and Unsecured Creditors of the applicant company have given their consent in writing to the proposed Scheme of Amalgamation, as required under Section 391(2) of the Act, the meetings of the Equity Shareholders and Unsecured Creditors of the applicant company are ordered to be dispensed with.

Summary

Issues:
Dispensing with meetings of Equity Shareholders and Unsecured Creditors for Scheme of Amalgamation approval.

Analysis:
The judgment pertains to a Judges Summons filed by SNK Etax Solutions Limited seeking dispensation of meetings of Equity Shareholders and Unsecured Creditors for approval of a Scheme of Amalgamation. The applicant contended that all fourteen Equity Shareholders and three Unsecured Creditors had provided written consent for the Scheme. Certificates from a Chartered Accountant confirmed the consent of all Equity Shareholders and Unsecured Creditors, along with the absence of Secured Creditors. The applicant's counsel highlighted that proceedings in Maharashtra were initiated by the Transferee Company. After hearing the arguments, the Court, in accordance with Section 391(2) of the Act, dispensed with the requirement of meetings for Equity Shareholders and Unsecured Creditors due to their unanimous written consent. Consequently, the application was disposed of, affirming the dispensation of meetings based on the provided consents and certifications.