Co. Appl. 151/10 //1// In the High Court of Judicature for Rajasthan Jaipur Bench ** Company Application No.151/2010 In the matter of Amalgamation Universal Trading Company Ltd (Transferee Co.) And Balsam Investments & Trading Co. (P) Ltd. (Transferor Co.) Date of Order ::: 07/10/2010 Hon'ble Mr. Justice Ajay Rastogi Mr. Alok Sharma, for applicants Instant Company application has been filed U/Ss 391(1) & 393 of the Companies Act, 1956 (“Co.Act”) praying for dispensation of meetings of share holders & Unsecured Creditors of the applicant-Universal Trading Co. Ltd (transferee Co.). Counsel submits that transferor Co. (Balsam Investment & Trading Co. (P) Ltd has proposed for amalgamation with transferee Company (applicant-Universal Trading Co. Ltd) on the terms & conditions and for consideration as stated in the said scheme of arrangement (“Scheme”); and further submits that there are no secured creditors; and holding of meetings of equity share holders and unsecured creditors of applicant-Transferee Co. may be dispensed with, since entire shares of transferor Co. are held by applicant-Transferee Co.; as such transferor Co. is wholly owned subsidiary of the applicant-transferee Co. and since both the Companies are engaged in same business, amalgamation of transferor Co. with applicant- Co. Appl. 151/10 //2// Transferee Co. would result in consolidation of their business being carried on by two separate entities and on the date of approval of the Scheme of arrangement by its Board of Directors, applicant-Transferee Company had 8 equity share holders & 46 unsecured creditors with no secured creditors who have unconditionally agreed in writing to the Scheme of arrangement and have also given their consent in writing for waiver/dispensation from holding of their respective meetings for the purposes of consideration & approval of the Scheme vide letters of consent given by Share holders & unsecured creditors filed with instant application & marked as Annexures-G & H (Colly). Taking note of what has been observed (supra) and having considered material on record especially letters of consent of equity share holders & unsecured creditors marked as Annexures G & H (Colly) and as also scheme of arrangement as proposed, this Court considers it appropriate to dispense with the meeting of the share holder & unsecured creditors of the applicant-Tranferee-Co. Consequently, instant application is allowed. Holding of the meetings of the equity share holders & unsecured creditors of the applicant-Transferee Co. is dispensed with. The applicant may move for second motion petition. (Ajay Rastogi), J. K.Khatri/p.2/ 151CoAppl-10-Oct7TrnsfreeDspnsMtng.doc