TMI Blog2014 (4) TMI 1185X X X X Extracts X X X X X X X X Extracts X X X X ..... arrangement with shareholders and creditors. The present Scheme of Amalgamation will not affect rights of shareholders and creditors of the Transferor and Transferee Companies. In view of the above, the requirement of convening the meetings of the Secured and Un-secured Creditors of the Transferee Company is also dispensed with. - CO. APPL NO. (M) 78 OF 2014 - - - Dated:- 30-4-2014 - HON'BLE MR. JUSTICE SANJEEV SACHDEVA Mr.Rajiv K. Goel and Mr.Naresh Kumar, Advocates ORDER Sanjeev Sachdeva, J (Oral) 1. This is a first motion joint Application under sections 391 394 of the Companies Act, 1956, in connection with the Scheme of Amalgamation ( Scheme for short)of Imperia Homes Pvt Ltd with Imperia Structures L ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferee Company 8 Equity All Not Required N.A. Not Required N.A. 4 Preference All 7. A prayer has been made for dispensation of the requirement of convening meetings of Shareholders, secured and unsecured Creditors of the Applicant Transferor Company and of the Transferee Company. 8. In view of the written consents/NOC obtained and averments made in the Application, the requirement of convening meetings of Equity Shareholders and Un-secured Creditors of the Applicant Transferor Company and Equity Shareholders and Preference Shareholders of the Transferee Company is dispensed with. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in case the transferor company is wholly owned subsidiary of the transferee company and is sought to be amalgamated with its holding company (transferee company), then filing of an application by the transferee company under Section 391 or 394 of the Companies Act, 1956 would not be necessary when the proposed scheme of amalgamation does not affect the rights of the members or creditors of the transferee company or does not involve a reorganization of the share capital of the transferee company and when no shares are sought to be issued to the members of the transferor company. 11. In the present case, the Transferor Company is a wholly owned subsidiary of the Transferee Company. No new shares are proposed to be issued on amalgamation. T ..... X X X X Extracts X X X X X X X X Extracts X X X X
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