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2014 (1) TMI 1823 - HC - Companies LawScheme of amalgamation - Held that - The Applicant Transferee Company being a private limited company, all the Equity Shareholders of the Applicant Company have given their approval to the Scheme in form of consent letters, which are placed on record as Annexures D to the application. A certificate from the Chartered Accountant confirming the status of the Equity Shareholders of the Company as well as receipt of written consent from all the Shareholders is also placed on record as Annexure E to this application. Considering all it is hereby ordered that the meeting of the Equity Shareholders of the Applicant Company, as required to be held under the provisions of Section 391(2) of the Companies Act, 1956 is not necessary to be held and is hereby dispensed with.
Issues:
Application under Sections 391 to 394 of the Companies Act, 1956 for Amalgamation of two group Companies. Analysis: The judgment pertains to an application filed by Anagha Pharma Private Limited, the Transferee Company, seeking approval for a proposed Scheme of Arrangement involving the Amalgamation of two group Companies, Sava Healthcare Limited and Sava Private Limited, with the Applicant Transferee Company under Sections 391 to 394 of the Companies Act, 1956. The application was supported by relevant documents, including a copy of the proposed Scheme of Amalgamation and consent letters from all Equity Shareholders of the Applicant Company. Additionally, a certificate from a Chartered Accountant confirming the status of the Equity Shareholders and the receipt of written consent from all Shareholders was also submitted. The judgment notes that all Equity Shareholders of the Applicant Company, being a private limited company, have approved the Scheme through consent letters, as evidenced by Annexures 'D' and 'E' attached to the application. Based on the facts presented and submissions made, the court ordered that the meeting of Equity Shareholders of the Applicant Company, as mandated by Section 391(2) of the Companies Act, 1956, is not required to be held and is dispensed with. Consequently, the Company Application for the proposed Scheme of Amalgamation was disposed of by the court, thereby concluding the legal proceedings in this matter.
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