1. The applicant Labh Marketing Private Limited is the Transferor Company in the Scheme of Amalgamation between Labh Marketing Private Limited and Camex Reality Private Limited. The applicant has filed the present application seeking dispensation of the meeting of Equity Shareholders on the ground that all the Equity Shareholders have given their consents in writing approving the Scheme of Amalgamation. It is submitted that there are no creditors of the applicant company.
2. The learned Counsel for the applicant submits that all the shareholders of the applicant have given their consents in writing approving the Scheme of Amalgamation. The applicant has produced the consent letters of all the Equity Shareholders along with the list at Annexure 'D' colly with the Affidavit in support of Judges Summons. The applicant has also produced two certificates both dated 24.01.2012 given by Surana Maloo & Co., Chartered Accountants certifying that there are 9 equity Shareholders and consents of all the equity shareholders have been obtained. The other certificate also confirms that there are no creditors in the applicant company. The applicant therefore prays for dispensation of the meeting of the Equity Shareholders.
3. The applicant and the learned counsel for the applicant have stated that all shareholders have given consent and there are no creditors, however the applicant is directed to place the shareholder's Register and the relevant books of accounts before the O.L. and obtain the Official Liquidator's clearance/certificate about the total number of shareholders and that there are no creditors.
4. Having heard the learned Advocate for the applicant and having perused the record including the certificates as above referred, it appears to the Court that consents of all the shareholders are obtained. Accordingly, the meeting of the shareholders of the applicant company is ordered to be dispensed with, however only on compliance of above mentioned condition.
5. The present application is accordingly disposed of.
(K.M.THAKER, J.) jani Top