2016 (2) TMI 1115

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....eir equity shareholders, preference shareholders, secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Amalgamation of Tata Internet Services Limited (hereinafter referred to as the transferor company) with Tata Teleservices Limited (hereinafter referred to as the transferee company). 2. The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this Court. 3. The transferor company was originally incorporated under the Companies Act, 1956 on 21st June, 1999 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of I S P India Private Limited. The company changed its name to Tata ....

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....7,930/- divided into 4,71,23,91,413 equity shares of Rs. 10/- each fully paid up aggregating to Rs. 47,12,39,14,130/- and 45,00,07,438 compulsory convertible non-cumulative preference shares of Rs. 100/- each fully paid up aggregating to Rs. 45,00,07,43,800/-. 7. Copies of the Memorandum and Articles of Association of the transferor and transferee companies have been filed on record. The audited balance sheets, as on 31st March, 2014, along with the report of the auditors, and unaudited balance sheets, as on 31st December, 2014, of the transferor and transferee companies have also been filed. 8. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and detailed in ....

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....animously approved the proposed Scheme of Amalgamation. Copies of the Resolutions passed at the meetings of the Board of Directors of the transferor and transferee companies have been placed on record. 12. The transferor company has 07 equity shareholders. All the equity shareholders have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the equity shareholders of the transferor company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured or unsecured....

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....respective creditors. Therefore, the rights of the creditors of the transferee company will not be adversely affected. He, therefore, prays that the requirement of convening and holding the meetings of the secured and unsecured creditors of the transferee company may kindly be dispensed with. 15. In support of his submissions, learned senior counsel placed reliance on the judgments of this Court in Prasneeta Engineering Private Limited & Anr. [CA(M) 3/2010], decided on 19.01.2010; Imperia Homes Private Limited and Anr. [CA(M) 78/2014], decided on 30.04.2014 and Salasar Stainless Limited [CA(M) 15/2015] decided on 06.02.2015 wherein, this court under similar circumstances, has dispensed with the requirement of convening and holding the me....