IN THE HIGH COURT OF BOMBAY AT GOA COMPANY APPLICATION (MAIN) NO. 23 OF 2010 M/S. TERACOM LIMITED ... Applicant Versus . ... Respondent Mr. S. M. Singbal, Advocate with Mr. Sandeep Bhurarai, Advocate for the Applicant. Coram:- S. J. VAZIFDAR, J. Date:- 16th April, 2010 P.C. This application is presented by the Transferee Company in respect of a proposed scheme for amalgamation. The Transferor of Company is M/s. Scantec (India) Private Limited. 2. By this Application, the applicant seeks an Order dispensing with the convening, holding and the conducting of the meeting of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Transferee Company. 3. The Transferee Company holds 52 per cent of the Equity Shares of the Transferor Company. I am inclined to dispense with the meeting of the Equity Shareholders in view of the fact that 98.15 per cent in value of the Equity Shareholders have given their no objection/consent to the scheme being sanctioned. It is also stated that there is no opposition to the scheme by the remaining shareholders and that there are no disputes between the members of the Applicant-Company, inter se. I am also inclined to dispense with the holding of the meeting of Secured Creditors as 99.6 percent of the Secured Creditors in value have given their no objection. The remaining Secured Creditors are in respect of Hire/Purchase Agreement of three vehicles. 4. I am, however, not inclined to dispense with the holding of the meeting of the unsecured creditors as the applicant has obtained the no objection from only 9 unsecured creditors of the value of 53 percent of the unsecured creditors. Admittedly, the scheme contemplates the Transferee Company taking over the debts and liabilities of the Transferor Company. It cannot, therefore, be said that the rights of the unsecured creditors will not be affected. 5. In the circumstances, the application is disposed of by the following Order : The application is allowed as prayed only in respect of the Shareholders/Members and the Secured Creditors. The same is also subject to the undertaking on behalf of the applicant to serve notice on the remaining secured creditors and members of the final hearing of the Petition, if any, for sanctioning the scheme. Liberty to the Company to apply for directions for holding the said meeting. S. J. VAZIFDAR, J. arp/*