1. Upon the application of the abovenamed company by summons dated 20th April 2012, filed under Sections 391 to 394 of the Companies Act, 1956, upon hearing Smt. Swati Soparkar, learned counsel for the applicant-company and upon reading of the affidavit dated 19th April 2012, filed in support of the Judges' summons for directions and other relevant annexures attached in support of the contents of the affidavit filed by the deponent, (Exhibit 'C' being a copy of the proposed scheme of Arrangement) and considering the following averments;
2. The applicant viz. Posco-Poggenamp Electrical Steel Private Limited in the above referred Company Application is the Transferee Company which proposes to enter into an arrangement in the nature of amalgamation, amalgamating Poggen-Amp Nagarsheth Electricals Private Limited, the Transferor Company and applicant in Company Application No. 173 of 2012.
3. The applicant being a private limited company, all the Equity shareholders of the applicant-Company, have given their consent in writing approving the scheme of arrangement. The said consents are annexed at Annex. 'D' to the application. The certificate confirming the status of shareholders and receipt of the consent letters are at Annex. 'E' to the application.
4. Considering the facts and circumstances of the case and the submissions made by the learned counsel for the parties, it is hereby ordered that the meeting of the shareholders of the applicant-Company as required to be held under provisions of Section 391(2) of the Companies Act, 1956, is not necessary to be held and is hereby dispensed with.
5. The application is hereby disposed of.
(R.M.CHHAYA, J.) Hitesh Top