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Issues: Application for dispensing with calling of shareholder and creditor meetings for approval of amalgamation scheme.
Analysis: 1. The applicant, Rajasthan Network Private Limited, sought an order to dispense with the calling of meetings of shareholders for the approval of the scheme of amalgamation with Synergy Entrepreneur Solutions Private Limited. 2. The court noted that the petitioner transferor company is a wholly owned subsidiary of the transferee company, as evidenced by the shareholders' "no objection" to dispensing with the meetings as required under sections 391 and 394 of the Companies Act, 1956. 3. It was highlighted that the petitioner transferor company had an unsecured creditor, Synergy Entrepreneur Solutions Private Limited, with an outstanding loan balance of Rs. 9,77,50,000. The Chartered Accountants certified the loan details and confirmed other liabilities towards the creditor. The Board of Directors of Synergy Entrepreneur Solutions also approved dispensing with the meetings required under the Companies Act. 4. The court, after considering the submissions and documentation, concluded that the application should be accepted. Consequently, the requirement for holding meetings of shareholders and unsecured creditors for the approval of the amalgamation scheme was dispensed with under sections 391 and 394 of the Companies Act, 1956. 5. In the final decision, the court allowed the application, and the matter was disposed of accordingly, affirming the dispensation of the meetings for shareholder and creditor approval of the scheme of amalgamation.
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