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2015 (4) TMI 1206 - HC - Companies LawScheme of Amalgamation - dispensing with the meeting of Equity Shareholders - Held that - Having heard Mr. Pahwa, learned Advocate for the applicant and considering the fact that all the Equity Shareholders of the applicant company have given their consents in writing as required u/s 391(2) of the Act to the proposed Scheme of Amalgamation, the meeting of the Equity Shareholders of the applicant company is ordered to be dispensed with. It is further ordered that this being transferee-company, meeting of the creditors is not required to be held.
Issues:
Dispensing with the meeting of equity shareholders for the scheme of Amalgamation. Analysis: The judgment pertains to a Judges Summons filed by the applicant, a transferee company, seeking orders to dispense with the meeting of Equity Shareholders for the approval of the scheme of Amalgamation with two other companies. The applicant, represented by learned Advocate Mr. Navin K. Pahwa, highlighted that all six equity shareholders of the applicant company have provided written consents approving the scheme. Additionally, a Certificate from Chartered Accountants confirmed the shareholders' consents and waiver of the right to call a meeting. It was argued that as a transferee company, the meeting of creditors was not necessary. Consequently, the applicant requested the court to pass an order dispensing with the meeting of Equity Shareholders. Upon hearing the arguments presented by Mr. Pahwa, the learned Advocate for the applicant, the court considered that all Equity Shareholders had given their consents in writing, as mandated under section 391(2) of the Act for the proposed Scheme of Amalgamation. Consequently, the court ordered the dispensation of the meeting of Equity Shareholders for the applicant company. Moreover, the court clarified that since the applicant was a transferee company, there was no requirement to hold a meeting of creditors. As a result of these considerations, the court disposed of the present application, granting the requested relief to the applicant.
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