2015 (11) TMI 1711 - HC - Companies Law

Scheme of Amalgamation - Held that - Having heard Mrs. Sangeeta Pahwa, learned Advocate for the applicant and considering the fact that all the Equity Shareholders of the applicant company have given their consent in writing, as required u/s. 391(2) of the Companies Act, 1956, to the proposed Scheme of Amalgamation, the meeting of the Equity Shareholders of the applicant company is ordered to be dispensed with.

Summary

Issues:
Dispensing with the meeting of Equity Shareholders in a scheme of Amalgamation.

Analysis:
The judgment pertains to a Judges Summons taken out by Echjay Overseas Trades Private Limited (the Transferor Company) seeking orders to dispense with the meeting of Equity Shareholders for the scheme of Amalgamation. The applicant, represented by Mrs. Sangeeta Pahwa, Advocate, highlighted that all three Equity Shareholders of the applicant company have provided written consent for the scheme. The Chartered Accountants certified that all Shareholders have consented to the scheme and waived the right to hold a meeting. Additionally, it was confirmed that there are no secured or unsecured creditors of the applicant company. The applicant's advocate further informed the Court that the company is a registered Non-Banking Financial Company (NBFC) with the Reserve Bank of India (RBI) and has obtained a No Objection Certificate from the RBI for the proposed merger, in compliance with RBI circular dated 9.11.2015.

The Court, after hearing the submissions of Mrs. Sangeeta Pahwa, learned Advocate for the applicant, and considering that all Equity Shareholders have given written consent as required under section 391(2) of the Companies Act, 1956, ordered the dispensation of the meeting of Equity Shareholders. Consequently, the application was disposed of, affirming the dispensation of the meeting based on the unanimous written consent of all Equity Shareholders and the absence of any creditors for the applicant company.