Court permits correction of shareholder number in merger scheme, stresses importance of accurate information.

The Court allowed the application seeking modification of paragraph 20 of the order dated 26.09.2016 to correct the number of equity shareholders in the transferee company from 27 to 28. All shareholders had provided consents or no objections to the merger scheme. The Court dispensed with the need for a shareholders' meeting and directed a deposit to the Common Pool Fund. The judgment stressed the significance of accurate information in legal matters and facilitated rectification of errors to uphold the integrity of the merger scheme.

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Issues Involved:
Modification of paragraph 20 of the order dated 26.09.2016 passed by the Court due to incorrect information regarding the number of equity shareholders in the transferee company.

Analysis:
The present application filed by the petitioners sought modification of paragraph 20 of the order dated 26.09.2016 passed by the Court. Counsel for the applicants acknowledged that they inadvertently failed to inform the Court that the transferee company had 28 equity shareholders instead of the previously stated 27. The mistake was considered bona fide, and it was highlighted that the 28th shareholder held only 0.19% of the equity by value, indicating that the modification would not impact the proposed merger scheme. An affidavit by the Director of the transferee company supported the application. The No Objection Certificate from the 28th equity shareholder, ICICI Prudential Asset Management Company Limited, was also provided with the application.

The Court allowed the present application and modified paragraph 20 of the order dated 26.09.2016 to reflect the correct information about the 28 equity shareholders of the transferee company. All equity shareholders had given their consents or no objections in writing to the proposed scheme, which were examined and found in order. Consequently, the requirement of convening a meeting of the equity shareholders of the transferee company to approve the scheme was dispensed with. The applicants were directed to deposit a sum of Rs. 25,000/- with the Common Pool Fund of the Official Liquidator attached to the Court within a week from the date of the judgment.

In conclusion, the Court granted the modification sought by the applicants regarding the number of equity shareholders in the transferee company, ensuring that all necessary consents and objections were duly considered and recorded. The judgment emphasized the importance of accurate information in legal proceedings and provided a mechanism for rectifying inadvertent errors to maintain the integrity of the merger scheme proposed by the parties involved.

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