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TMI Blog2016 (7) TMI 1352X X X X Extracts X X X X X X X X Extracts X X X X ..... n of the Scheme of Amalgamation is also dispensed with. - COMPANY APPLICATION (MAIN) NO. 54/2016 - - - Dated:- 27-7-2016 - Sudershan Kumar Misra, J. Mr. Arun Kathpalia with Mr.Anirudh Das, Mr. Manu and Mr.Kamaljeet Singh, Advocates for the applicants Sudershan Kumar Misra, 1. This joint application has been filed under Section 391 of the Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules, 1959 by the applicant companies seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, preference shareholders, secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Amalgamation of Parag Breweries Li ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ggregating to ₹ 1,36,88,00,000/- and 2,50,00,000 preference shares of ₹ 10/- each aggregating to ₹ 25,00,00,000/-. The issued, subscribed and paid-up share capital of the company is ₹ 82,12,39,240/- divided into 5,76,12,591 equity shares of ₹ 10/- each aggregating to ₹ 57,61,25,910/- and 2,45,11,333 preference shares of ₹ 10/- each aggregating to ₹ 24,51,13,330/-. 7. Copies of the Memorandum and Articles of Association of the transferor and transferee companies have been filed on record. The audited balance sheets, as on 31st March, 2015, of the transferor and transferee companies, along with the report of the auditors, have also been filed. 8. A copy of the Scheme of Amalgamation has be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... have been placed on record. 12. The transferor company has 07 equity shareholders and 56 unsecured creditors. All the equity shareholders and 37 out of 56 unsecured creditors, being 65% in number and 91.7% in value, have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meetings of the equity shareholders and unsecured creditors of the transferor company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured creditor of the transferor company, as on 29th February, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ence, their consents/NOC are not required to be obtained for the proposed amalgamation. In support of his submission, learned counsel relies on the decision of this Court in Bharti Infotel Private Limited , 2015 SCC Online Del 13203. 15. Further, the learned counsel for the applicants has also sought to dispense with the requirement of filing of the second motion petition by the transferee company seeking sanction to the Scheme. In support of his submissions, learned counsel placed reliance on the judgments of several High Courts, including this Court, in many cases such as Sharat Hardware Industries Pvt. Ltd. (1978), 48 Com. Cas 23 (Delhi ); Mahaamba Investments Ltd. V. IDI Limited (2001) 105 Com Cas. 17 (Bombay) and Bharti Airtel ( ..... X X X X Extracts X X X X X X X X Extracts X X X X
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