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2015 (9) TMI 1588 - GUJARAT HIGH COURTScheme of Arrangement in the nature of De-merger - Held that:- Meeting of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Company for considering and approving the proposed scheme are not necessary and are not required to be held under the provisions of Section 391(2) of the Companies Act, 1956. The same are hereby dispensed with. As submitted that the reduction of the capital is essentially consequential in nature and is proposed as an integral part of the proposed Scheme of Arrangement and that the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital and the order of the court sanctioning the scheme shall be deemed to be an order under Section 102 of the Companies Act, 1956 confirming the reduction. It has been further submitted that the approval granted to the present scheme by the Equity Shareholders of the applicant Company in form of the consent letters include the specific consent for the proposed reduction of capital. Hence, the same be treated as the special resolution as required under Section 100 of the Companies Act, 1956. It has also been contended that the interests of the Creditors of the Applicant Company are not in any way affected by such reduction. Considering the above submissions, the procedure described under Sections 100 and 101(2) of the Companies (Court) Rules, 1959, are not required to be undertaken and the same are dispensed with.
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