2015 (11) TMI 1709 - HC - Companies Law

Scheme of Amalgamation - applicant company is the wholly owned subsidiary of the Transferee Company - Held that - Having heard Mr. Pahwa, Ld. Advocate for the applicant and considering the fact that all the Equity Shareholders and the sole Unsecured Creditor of the applicant company have given their consents in writing as required u/s 391(2) of the Act to the proposed Scheme of Amalgamation for amalgamating the applicant company with eInfochips Limited the meetings of the Equity Shareholders and the Unsecured Creditor of the applicant company is ordered to be dispensed with. In view of the above, the present application is disposed.

Summary

Issues: Application for dispensing with meetings of Equity Shareholders and Unsecured Creditors due to written consents provided for Scheme of Amalgamation.

Analysis:
1. The applicant, Smart Guard Systems Private Limited, sought orders to dispense with meetings of Equity Shareholders and Unsecured Creditors for the Scheme of Amalgamation involving nGin Technologies Pvt. Ltd. and eInfochips Limited. All shareholders and the sole unsecured creditor provided written consents for the merger.

2. The applicant, represented by Mr. Navin K. Pahwa, highlighted that the transferee company, as the sole unsecured creditor, and all shareholders, including the nominee shareholder, consented in writing for the proposed Scheme of Amalgamation. The absence of secured creditors was noted, and a certificate from Chartered Accountants confirmed the consents, requesting the court to dispense with the meetings.

3. After hearing the arguments, the court acknowledged that all Equity Shareholders and the sole Unsecured Creditor had provided written consents as per Section 391(2) of the Act for the proposed Scheme of Amalgamation. Consequently, the court ordered the dispensation of meetings for Equity Shareholders and Unsecured Creditors, thereby disposing of the application.