Amazon Textile Private Limited vs Unknown

1. A scheme of amalgamation of Lalbhai Realty Finance Private Limited with Amazon Textiles Private Limited, the Transferee Company is proposed under sections 391 to 394 of the Companies Act, 1956.

2. In this regard, the present application is filed by Amazon Textiles Private Limited, the applicant Transferee Company. In the Judges' summons taken out dated 23rd April, 2015, it has been prayed for dispensation of meetings of Equity Shareholders and Preference Shareholders and Creditors of the applicant company.

3. Heard Ms. Swati Soparkar, learned advocate appearing for the applicant company.

4. It has been submitted that the applicant - Transferee Company is a private limited company and all the Equity Shareholders and Preference Shareholders of the applicant Page 1 of 2 O/COMA/148/2015 ORDER company have approved the scheme in form of written consent letters. All these consent letters are annexed with the application as Exh. 'D' and 'D­1'. The certificates confirming the status of the Equity Shareholders and Preference Shareholders as well as the receipt of consent letters from all of them is annexed herewith as Exh.­'E'. In view of the same, dispensation is sought from convening the meeting of the Equity Shareholders of the applicant company. Considering the facts and circumstances and the submissions, the same is hereby granted.

5. It has been further submitted that the Transferor Company is current is a profit making company and the proposed scheme does not envisage any compromise with the creditors of the applicant Transferee Company. It is therefore contended that since their rights and interest are not affected due to the scheme, it is not necessary to obtain their approval to the scheme. However, in compliance with the terms of agreement with the Secured Creditors, their approval to the scheme is being obtained and shall be placed on record of this court before the final sanction is granted to the said scheme. In view of the same, dispensation is sought from convening the meeting of the creditors of the applicant company. Considering the facts and circumstances and the submissions, the same is hereby granted.

6. The present application is hereby disposed of.

(S.R.BRAHMBHATT, J.) Amar Page 2 of 2