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TMI Blog2016 (10) TMI 1102X X X X Extracts X X X X X X X X Extracts X X X X ..... h includes the customers of the Prepaid Payment Instrument is dispensed with. - CO.APPL. (M) 129/2016 - - - Dated:- 3-10-2016 - HON BLE MR. JUSTICE R. K. GAUBA Mr. Rajiv Nayar, Senior Advocate with Mr. Sandeep Singh, Adv., Mr. Mahesh Agarwal, Adv. Mr. Rajeev Kumar, Adv . 1. This is a first motion application filed under Sections 391 and 394 of the Companies Act, 1956 read with rules 6 and 9 of the Companies (Court) Rules, 1959 by the applicant company seeking directions of this Court to dispense with the requirement of convening and holding a meeting of the equity shareholders and unsecured creditors of the Transferor company to consider and approve, with or without modifications, the proposed Scheme of Amalgamation of Idea M ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... egistrar of Companies, Maharashtra under the name and style Aditya Birla Idea Payments Bank Limited. 7. The copies of the Memorandum and Articles of Association of the Transferor (Annexure B) and Transferee companies (Annexure O) have been filed and are on record. The audited balance sheet, as on 31.03.2016 of the Transferor Company (Annexure C) along with the reports of the auditors and the unaudited balance sheet as on 31.03.2016 and 31.07.2016 of the Transferee company (Annexure P Q), have also been filed. 12. A copy of the Scheme of Amalgamation (Annexure A) has been filed and the salient features thereof set out in detail in the application and supported by the accompanying affidavit. 13. The status of the shareholders, secure ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r Company in their meetings held on 22.07.2016 had unanimously approved the proposed Scheme of amalgamation. Copy of the Resolution passed at the meetings of the Board of Directors of the Transferor Company (Annexure E) had been placed on record. 17. In view of the written consent/NOC given by all the Equity Shareholders of the Transferor Company, the requirement of convening meeting of the Equity Shareholders of the Transferor Company is dispensed with. 18. The transferor Company has no secured creditors. Hence the requirement of convening their meeting does not arise. 19. Learned counsel for the Transferor Company submits that the Transferor Company has 345 Unsecured Creditors as on 31.7.2016 having an outstanding balance of abou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat the outstanding balance in the escrow account along with the charge of Kotak Mahindra Bank Limited would be transferred to the Transferee Company upon it (the Scheme) becoming effective. Even otherwise, the Transferor Company and/or the Transferee Company would be required to secure the interest of the aforesaid customers/Unsecured Creditors by complying with the procedure as laid down in the letter dated 13.6.2016 addressed by RBI to the Transferor Company. Learned Counsel for the Transferor Company further submits that no right of the aforesaid customers/or the merchant establishments including that of Kotak Mahindra Bank Limited (a charge-holder pursuant to the guidelines issued by RBI) are affected by the present Scheme. Kotak Mahin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of 2013 decided on 9th July, 2013; Scheme of Amalgamation of Unitel Credit Private Limited with Intec Capital Limited under C A (M) No.116 of 2010 decided on 4th June, 2010; In Re: Scheme of Amalgamation of M/s Global Digital Technologies Limited with MVL Industries Limited under CA (M) No.108/2012 decided on 2nd July, 2012; and In Re: Scheme of Amalgmation of Mag Engineering Private Limited and Sandhar Technologies Limited under CA (M) No.19/2013 decided on 4th February, 2013 wherein this Court, under similar circumstances, has dispensed with the requirement of convening and holding the meetings of the Unsecured Creditors. 23. Having regard to the aforesaid submissions and the documents filed in support, following the view taken in ide ..... X X X X Extracts X X X X X X X X Extracts X X X X
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