TMI Blog2015 (6) TMI 11X X X X Extracts X X X X X X X X Extracts X X X X ..... eir consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meetings of the equity shareholders and unsecured creditors of the applicant/transferor company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured creditor of the applicant/transferor company, as on 30th January, 2015. The applicant also seeks dispensation of requirement of the transferee company to approach the High Court of Andhra Pradesh for sanction of Scheme of Amalgamation under Sections 391-394 of the Companies ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ted exemption from taking out separate proceedings under Section 391(2) of the Companies Act, 1956. In view of this settled legal position and considering the Scheme of Amalgamation, the requirement of the transferee company having to approach the High Court of Andhra Pradesh under Section 391(2) of the Companies Act, 1956 for sanction of the Scheme of Amalgamation is dispensed with. - Decided in favour of appellant. - COMPANY APPLICATION (MAIN) NO. 36/2015 - - - Dated:- 5-5-2015 - SUDERSHAN KUMAR MISRA, J. For The Appellant : Mr Niraj Kumar and Mr. A.S. Gyani, Advocates JUDGMENT 1. This application has been filed under Section 391 to 394 of the Companies Act, 1956 read with Rules 6 and 9 of the Companies (Court) Rules, 195 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany have been filed on record. The audited balance sheets, as on 31st March, 2014 and 30th June, 2014, of applicant/transferor company and the transferee company respectively, along with the report of the auditors, have also been filed. 6. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and detailed in the application and the accompanying affidavit. It is submitted by the applicant that the transferor company is a wholly owned subsidiary of the transferee company. It is claimed that the proposed amalgamation will result in reduction in overheads, administrative, managerial and other expenditure, and bring about operational rationalization, and organizational e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d creditors. Both the equity shareholders and all the unsecured creditors have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meetings of the equity shareholders and unsecured creditors of the applicant/transferor company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured creditor of the applicant/transferor company, as on 30th January, 2015. 11. The applicant also seeks dispensation of requirement of the transferee company to approach the High Court of And ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2001) 105 Com Cas. 16 (Bom.), and Andhra Bank Housing Finance Ltd. (2004) 118 Com.Cas. 295(AP), wherein the courts, under similar circumstances, had dispensed with the requirement of the transferee company to approach the court of competent jurisdiction for sanction of the Scheme. 13. I have carefully considered the aforesaid case laws cited at the Bar, wherein the transferee company, being the holding company, has been granted exemption from taking out separate proceedings under Section 391(2) of the Companies Act, 1956. In view of this settled legal position and considering the Scheme of Amalgamation, the requirement of the transferee company having to approach the High Court of Andhra Pradesh under Section 391(2) of the Companies Act, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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