9911796707
TMI Blog2000 (12) TMI 866X X X X Extracts X X X X X X X X Extracts X X X X ..... ording to the applicant, there are only six equity shareholders in the applicant-company and all the shareholders have read the copy of the scheme of amalgamation and granted their approval and consent to the scheme of amalgamation. The consent letters of all the equity shareholders of the applicant-company (transferor-company) giving their consent for the proposed scheme of amalgamation of the applicant-company with Opus Software Solutions (P.) Ltd., have also been filed. They have also expressed their consent for dispensing with the holding of a meeting of the shareholders of the applicant-company. Learned counsel appearing for the applicant submitted that in the case of the transferee-company, viz., Opus Software Solutions (P.) Ltd., ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on the application of the company, order a meeting of the creditors or class of creditors or the members or class of members to be called, held and conducted in such manner as the court may direct. Though section 391 of the Companies Act employs the expression, "may", the expression has to be construed in the sense that the court has the full discretion to call for the meeting of the shareholders or refuse to call for a meeting and it is only in that sense the expression "may" in section 391 of the Act has been employed. In my view, the object of holding of a meeting of the shareholders is to ascertain their collective view either in favour of or against the scheme of amalgamation and any individual decision arrived at by the shareholder ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t should exercise its discretion in dispensing with the holding of meeting of the shareholders. The Karnataka High Court in B.V. Gupta v. Bangalore Plastics (C.A. No. 1676 of 1981, decided on August 19, 1981) which was applied in S.M. Holding Finance P. Ltd. v. Mysore Machinery Manufacturers Ltd. [1993] 78 Comp. Cas. 432 has held that ordinarily the convening of a meeting is a must and the discretion to dispense with such meeting should be exercised only in exceptional circumstances. The decisions relied upon by learned counsel for the applicant were rendered with reference to the facts of those cases and I have also found that there is no uniform rule in this matter as this court in a number of cases has called for meetings of sh ..... X X X X Extracts X X X X X X X X Extracts X X X X
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