1. The applicant Robinson Exim & Finance Limited is the Transferor Company in the Scheme of Arrangement in the nature of Demerger of Unit-II of Oracle Granito Limited into Riwasa Tiles Private Limited and Amalgamation of Robinson Exim & Finance Limited with Oracle Granito Limited. The applicant company has filed the present application seeking dispensation of the meetings of shareholders on the ground that all the shareholders have given their consents to the Scheme of Amalgamation and have also waived their right to convene meeting of the shareholders. It is reported on behalf of the applicant company that the applicant company does not have any creditors.
2. Heard Learned Advocate for the applicant. Learned Advocate for the applicant has drawn the attention of this Court to Page 96 (Annexure-D Colly) which is the list of shareholders and the consent letters which are produced at Page 97 to 132 and has submitted that all the equity shareholders of the applicant company have given their consent to the proposed Scheme of amalgamation of Robinson Exim & Finance Limited with Oracle Granito Limited.
3. The applicant has also produced a certificate of M/s Sunil Poddar & Co., Chartered Accountants certifying that all the shareholders of the applicant company have given their consents to the proposed Scheme of Amalgamation and that the details contained in the consent letters are as per the records of the Company. The certificate also certifies that the applicant company does not have any creditors. Therefore, it is requested to dispense with the meetings of the shareholders of the applicant company.
4. Having heard Learned Advocate appearing for the applicant and having considered the fact that all the shareholders of the applicant company have given their consents in writing to the proposed Scheme of Amalgamation of Robinson Exim & Finance Limited with Oracle Granito Limited., meeting of the shareholders of the applicant company for the purpose of considering and if thought fit, approving with or without modification Scheme of Amalgamation of Robinson Exim & Finance Limited with Oracle Granito Limited., as required u/s. 391 of the Companies Act, 1956 is hereby dispensed with.
5. The present application is accordingly disposed.
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[R.M.CHHAYA, J.] M.M.BHATT Top