1. The Applicant in the Company Application No. 202 of 2012 viz. Aaheli Construction Private Limited is the Transferor company, which proposes to enter into a Scheme of Amalgamation with Myraj Consultancy Limited, the Transferee Company, the Applicant in the Company Application No. 205 of 2011. Heard Mrs. Swati Soparkar, learned advocate for the Applicant Company.
2. The Applicant is a private limited company. It is currently engaged in the trading activities of shares. It also has investment in shares and securities. The Transferee Company is engaged in financial consultancy as well as investment activities. The scheme proposes amalgamation of five Transferor companies with the Transferee Company in order to consolidate the activities of all the entities and achieve synergies. The application gives details of the benefits envisaged due to the proposed Scheme.
3. It is submitted that all the Equity shareholders and Unsecured Creditors (there being no Secured Creditors) of the Applicant Company have given their consent in writing approving the proposed scheme of amalgamation. The said consents are annexed as Annex. 'D' and 'E' respectively to the application. The certificates from the Chartered Accountant confirming the status of shareholders and creditors of the company as well as receipt of consent letters from all of them as on date are collectively annexed as Annex.'F'.
4. In view of this, the prayers are made vide para (a) of the Judges' Summons that the meetings of the Equity Shareholders and Unsecured Creditors of the Applicant Company, as required to be held under provisions of Section 391(2) of the Companies Act, 1956, be dispensed with. Considering the submissions and the written consents submitted by all concerned parties, it is hereby held that the meetings of the Equity Shareholders and Unsecured Creditors of the Applicant Company are not necessary to be held and are hereby dispensed with.
5. The application is hereby disposed of.
[R.M.CHHAYA, J.] mrpandya Top