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TMI Blog2011 (2) TMI 1540X X X X Extracts X X X X X X X X Extracts X X X X ..... i, learned Senior Advocate appearing with Mr. Nandish Chudgar for Nanavati Associates on behalf of the applicant company has submitted that the rights and interest of the equity shareholders, secured and unsecured creditors of the applicant company are not affected by the scheme of Amalgamation as proposed and therefore, it is requested to dispense with their meetings. 3. It is further submitted that under the scheme, no compromise is offered to any of the creditors whether secured or unsecured and neither any liability of the creditors under the scheme is being reduced or extinguished. Relying upon the audited balance sheet as on 31.03.2010 as well as the certificate of the Chartered Accountant it is submitted that in case of transferor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rest of the shareholders of the applicant company are not affected by the proposed scheme, the meeting of the equity shareholders of the applicant company to consider and/or approve the proposed scheme of amalgamation is hereby dispensed with. 6. In the case of Mahaamba Investments Ltd. (supra), learned Company Judge was considering a question as regards office objections that no petition was filed by the transferee company. The transferee company in that case was holding company of the transferor company and thus it is 100% subsidiary and besides the scheme of amalgamation postulates that the entire share capital of the transferor company was held by the transferee, upon the scheme becoming finally effective, the said share capital of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on 394 of the Act, which mandates that an application is got to be made by the transferor company and transferee company separately in first instance. What is to be seen from the section is whether the proposed scheme is in any manner prejudicial to the interest of the members of the company or public interest. According to learned Company Judge, the legal position was no more res integra. Learned Company Judge also referred to the decision of the point of rendered of various high courts, including Mahaamba Investments Ltd. [supra], Santhanalaksmi Investments P. Ltd., Ahmedabad Manufacturing and Calico Printing Co. Ltd. 8. The above two decisions are relied on by the learned Company Judge of Madras High Court in the case of Santhanalaksh ..... X X X X Extracts X X X X X X X X Extracts X X X X
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