Com.Appli 143/2010 [1] IN THE HIGH COURT OF JUDICATURE FOR RAJASTHAN AT JAIPUR BENCH SB COMPANY APPLICATION No.143/2010 Jaipur Development Company Limited Vs. Bengal Rubber Company Limited DATE OF ORDER : 26/08/2010 HON'BLE MR. JUSTICE AJAY RASTOGI Mr. Alok Sharma, for applicant. Instant Company Application has been filed under Section 391(1) and 393 of the Companies Act, 1956 seeking dispensation of the meetings of the Equity Shareholders of the applicant/transferor company for the purpose of consideration and approval of the Scheme of Amalgamation between the applicant/transferor company and the transferee company i.e. Bengal Rubber Company Limited on the terms and conditions as referred to in the Scheme of Amalgamation placed on record as Anx.F. Counsel submits that the holding of the meetings of the Equity Shareholders of the applicant/transferor company may be dispensed with for the reason that 99.90% of the share holding is of the transferee company and the applicant/transferor company is subsidiary of the transferee company and the Scheme of Amalgamation, which has been proposed by the applicant/transferor company and the transferee Com.Appli 143/2010 [2] company, is in the interest of public at large. The list of shareholders as on 10/05/2010 has been placed on record in the form of Annexure-G at Page 187 of the instant Company Application and 90.90% share holding is of transferee company-Bengal Rubber Company Limited who has given its consent to the Scheme of Amalgamation and agreed for the waiver of holding of the meeting of the Equity Shareholders for the purpose of consideration and approval of the Scheme of Amalgamation and the same has been annexed with the instant company application as Annexure-F at Page 180. Taking note of the share holding of the transferee company which is reflected from the List of Shareholders annexed as Annexure-G to the instant company application, no purpose is going to be served in holding the meeting of the Equity Shareholders of the transferor company and there is no secured or unsecured creditors and in peculiar facts of the instant case, the meeting of the Equity Shareholders of transferor company (Jaipur Development Company Limited) stands dispensed with. The applicant may file second motion petition. With these observations, the instant company application stands disposed of. [AJAY RASTOGI], J. Raghu-143-Com Appli-2010-final.doc