1. Applicant-Anagram Shares Registry Limited in the present application is the transferor company, which proposes to enter into a Scheme of Amalgamation with Aura Securities Private Limited, the transferee company i.e. applicant in Company Application No.136 of 2012.
2. Heard Mrs.Swati Sorparkar, learned counsel appearing for the applicant.
3. The applicant is the wholly owned subsidiary of the transferee company. It was earlier engaged in the insurance broking activities and now it is only an investment company. The transferee company is engaged in the business of sale, purchase and investment of shares, securities, stocks, bonds etc. and is engaged in Financial advisory and Consultancy services. The amalgamation is proposed to consolidate the activities of both the entities and achieve synergies. The application gives details of the benefits envisaged due to the proposed Scheme.
4. It is submitted that all the Equity Shareholders (there being no secured and unsecured 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'. 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 the shareholders as on date is annexed as Annex.'E'.
5. In view of this, the prayers are made vide para (a) of the Judges' Summons that the meetings of the Equity Shareholders 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 of them, it is hereby held that the meetings of the Equity Shareholders of the applicant-company is not necessary to be held and is hereby dispensed with.
6. The Company Application is hereby disposed of.
(R.M.CHHAYA, J.) Hitesh Top