1. The applicant Scarlet Living Private Limited is the Transferee Company in Scheme of Amalgamation of P.B. Shah and Marketing Company Private Limited with Scarlet Living Private Limited. The applicant has filed the present application seeking dispensation of the meeting of Equity Shareholders on the ground that all the shareholders have given their consents in writing approving the Scheme of Amalgamation.
2. The Ld. Counsel for the applicant submits that all the Equity Shareholders of the applicant Company have given their consents in writing approving the Scheme of Amalgamation. It is stated on behalf of the applicant company that there are only 6 shareholders of the applicant company and all the 6 equity shareholders have given their consents in writing approving the Scheme. The applicant has produced the consent letters at Page 68 to 73 and the applicant has also produced a certificate dated 14.4.2012 given by Shah & Dalal, Chartered Accountants certifying that there are only 6 shareholders and that all the shareholders have given their consents in writing approving the scheme of amalgamation. The applicant therefore prays for dispensation of the meeting of the Shareholders. It is further stated that being the transferee company, meeting of the creditors is not required to be held.
3. Having heard the Ld. Advocate for the applicant and having perused the record, it appears to the Court that consents of all the Equity Shareholders of the applicant Company have been obtained. Accordingly, the meeting of the shareholders of the applicant company is ordered to be dispensed with. This being the transferee company, meeting of the creditors is ordered not to be held.
4. The present application is accordingly disposed of.
Sd/-
[R.M.CHHAYA, J.] M.M.BHATT Top