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2016 (5) TMI 823 - HC - Companies LawDemerger - seeking dispensation of the convening of meetings of their Equity Shareholders and Creditors for sanctioning of the Scheme of Demerger - Held that:- There are 3 (three) Equity Shareholders of the Sun-N-Shade Sunvisors Private Limited (Applicant/Demerged Company) as per the list, certified by the Director of the Company and Ashwani & Company, Chartered Accountants annexed at Annexure P-4 (Colly). Out of the three, two Equity Shareholders holding 95.42% of shares have given their consent/NOC to the Scheme, which are also annexed with the aforesaid Annexure P-4 (Colly). The Sun-N-Shade Sunvisors Private Limited (Applicant/Demerged Company) has 24 (Twenty Four) Unsecured Creditors as per the list, certified by the Director of the Company and Ashwani & Company, Chartered Accountants annexed at Annexure P-5 (Colly) and all of them have given their consents to the Scheme, the same are also annexed with the aforesaid Annexure P-5 (Colly). The Sun-N-Shade Sunvisors Private Limited (Applicant/Demerged Company) has only 1 (One) Secured Creditor as per the list, certified by the Director of the Company and Ashwani & Company, Chartered Accountants annexed at Annexure P-6 (Colly) and the said Secured Creditor has given its consent to the Scheme, which is annexed with the aforesaid Annexure P-6 (Colly). The Sun-N-Shade Production Private Limited (Applicant/Resultant Company) has 2 (two) Shareholders as per the list, certified by the authorised signatory of the Company and Ashwani & Company, Chartered Accountants annexed at Annexure P-10 (Colly) and both the Shareholders have given their consents/NOCs to the Scheme, which are annexed with the aforesaid Annexure P-10 (Colly). There are no Unsecured and Secured Creditors of the Sun-N-Shade Production Private Limited (Applicant/Resultant Company) as certified by the authorised signatory of the Company and Ashwani & Company, Chartered Accountants vide certificates annexed at Annexure P-11 (Colly) and P-12 (Colly), respectively. Keeping in view of the matter, reasons stated above, and the consent to the Scheme given by the majority of Shareholders of the applicant/Demerged company constituting 95.42% of the total Shareholdings, there is no reason to decline the prayer of the applicant/Demerged company to dispense with the convening of their meeting and as such convening of the meeting of Equity Shareholders of the applicant/Demerged Company is hereby ordered to be dispensed with. Convening of meetings of the Secured and Unsecured Creditors of the applicant/Demerged Company and Equity Shareholders of the applicant/Resultant company are also hereby ordered to be dispensed with. Since, there are no Secured and Unsecured Creditors of the applicant/Resultant Company, therefore, there is nothing to convene their meetings.
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