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Equity Shareholders' Written Consent Dispenses Meeting in Amalgamation Scheme The Court, after considering that all Equity Shareholders provided written consent as per section 391(2) of the Companies Act, 1956, ordered the ...
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Equity Shareholders' Written Consent Dispenses Meeting in Amalgamation Scheme
The Court, after considering that all Equity Shareholders provided written consent as per section 391(2) of the Companies Act, 1956, ordered the dispensation of the meeting of Equity Shareholders in the scheme of Amalgamation for Echjay Overseas Trades Private Limited. The application was disposed of, confirming the dispensation based on the unanimous written consent of all Equity Shareholders and the absence of creditors for the applicant company.
Issues: Dispensing with the meeting of Equity Shareholders in a scheme of Amalgamation.
Analysis: The judgment pertains to a Judges Summons taken out by Echjay Overseas Trades Private Limited (the Transferor Company) seeking orders to dispense with the meeting of Equity Shareholders for the scheme of Amalgamation. The applicant, represented by Mrs. Sangeeta Pahwa, Advocate, highlighted that all three Equity Shareholders of the applicant company have provided written consent for the scheme. The Chartered Accountants certified that all Shareholders have consented to the scheme and waived the right to hold a meeting. Additionally, it was confirmed that there are no secured or unsecured creditors of the applicant company. The applicant's advocate further informed the Court that the company is a registered Non-Banking Financial Company (NBFC) with the Reserve Bank of India (RBI) and has obtained a No Objection Certificate from the RBI for the proposed merger, in compliance with RBI circular dated 9.11.2015.
The Court, after hearing the submissions of Mrs. Sangeeta Pahwa, learned Advocate for the applicant, and considering that all Equity Shareholders have given written consent as required under section 391(2) of the Companies Act, 1956, ordered the dispensation of the meeting of Equity Shareholders. Consequently, the application was disposed of, affirming the dispensation of the meeting based on the unanimous written consent of all Equity Shareholders and the absence of any creditors for the applicant company.
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