2016 (4) TMI 1272 - HC - Companies Law

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

Summary

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

Analysis:
The judgment revolves around a Judges Summons filed by Udayan Developers Private Limited seeking dispensation of the meeting of Equity Shareholders and Unsecured Creditors for approval of the Scheme of Amalgamation with Aditya Findings Private Limited. The applicant contended that all four Equity Shareholders and the sole Unsecured Creditor have provided written consent for the Scheme. The applicant further highlighted the absence of any Secured Creditors and presented a certificate from Chartered Accountants confirming the consent of all Shareholders and Unsecured Creditors, along with the absence of Secured Creditors. The applicant's counsel informed the court about the initiation of proceedings by the Transferee Company in Maharashtra, where its registered office is located.

The court, after hearing the applicant's counsel and considering the provisions of Section 391(2) of the Act, acknowledged that all Equity Shareholders and Unsecured Creditors had given their written consent as required for the proposed Scheme of Amalgamation. Consequently, the court ordered the dispensation of meetings of Equity Shareholders and Unsecured Creditors of the applicant company. The application was disposed of in accordance with the above terms, indicating a favorable decision based on the provided evidence and compliance with legal requirements.