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2017 (2) TMI 1052 - HC - Companies LawScheme of Amalgamation - Held that:- It has been stated in the present application that no proceedings, as on date of filing of the present application, under Sections 235 to 251 of the Act or the applicable provisions of the Companies Act, 2013 are pending against the Applicant Companies. The Board of Directors of the Applicant Companies in their separate meetings held on 25.05.2016 and 03.06.2016 have unanimously approved the proposed scheme. Copies of the resolutions passed at the meetings of the Board of Directors of the Applicant Companies have been placed on record. Each of the Applicant Companies has 03 equity shareholders. All the equity shareholders of the Applicant Companies have given their written consent/NOC to the proposed scheme. Their written consent/NOC has been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the equity shareholders of the Applicant Companies to consider and, if thought fit, approve, with or without modification, the proposed scheme is dispensed with. There are no secured and unsecured creditors of the Transferor Companies; therefore the question of requirement of convening meetings thereof does not arise. The Transferee Company has 05 secured creditors. All the secured creditors of the Transferee Company have given their written consent/NOC to the proposed scheme. Their written consent/NOC has been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the secured creditors of the Transferee Company to consider and, if thought fit, approve, with or without modification, the proposed scheme is dispensed with. The Transferee Company has 62 unsecured creditors. 59 out of the 62 unsecured creditors (representing 85% of unsecured debt) of the Transferee Company have given their written consent/NOC to the proposed scheme. Their written consent/NOC has been placed on record. They have been examined and found in order. The requirement of convening the meeting of the unsecured creditors of the Transferee Company to consider and, if thought fit, approve, with or without modification, the proposed scheme is dispensed with.
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