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TMI Blog2016 (5) TMI 1390X X X X Extracts X X X X X X X X Extracts X X X X ..... petition for sanction of the Scheme of Amalgamation is also dispensed with. - COMPANY APPLICATION (MAIN) NO. 60/2016 - - - Dated:- 30-5-2016 - Sudershan Kumar Misra, J Mr. Manu Krishnan and Mr.Kawaljeet 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, secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Amalgamation of Augere Wireless Broadband India Private Limited (herei ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... feree companies have been filed on record. The audited balance sheets, as on 27th December, 2015 of the transferor company and as on 31st March, 2015 of the transferee company, along with the report of the auditors, have also been filed. 8. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and detailed in the application and the accompanying affidavit. It is submitted by the applicants that the transferor company is a wholly owned subsidiary of the transferee company and the proposed amalgamation will result in pooling of resources, creating better synergies across the group, optimal utilization of resources and greater economies of scale. It is claimed that the p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g the meetings of the equity shareholders, secured 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. 13. So far as the equity shareholders, secured and unsecured creditors of the transferee company are concerned, the transferee company has not provided the list of its equity shareholders, secured and unsecured creditors. However, it was pleaded by learned counsel for the applicants that since the transferor company is a wholly owned subsidiary of the transferee company; the applicant companies are not proposing any arrangement with their shareholders and creditors; and no new shares will be issued on amalgamation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... wholly owned subsidiary of the transferee company, there is no requirement to file a separate or joint application on behalf of the transferee company for sanction of the Scheme. 15. I have carefully considered the aforesaid case law cited at the Bar. In view of the submissions made at the bar, the settled law on the subject, and considering the Scheme of Amalgamation, the requirement of convening and holding the meetings of the equity shareholders, secured and unsecured creditors of the transferee company, to consider and if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation, is dispensed with. Further, the requirement of the transferee company to file the second motion petition for sanction of the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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