Co.Appl. 2/2011 BEFORE THE HON’BLE MR. JUSTICE HRISHIKESH ROY 1. Perused the application filed by the applicant company i.e., Madhuting T ea Private Limited under Sections 391(1) and 393 of the Companies Act, 1956 in c onnection with the Scheme of Arrangement for amalgamation of Belvedere Propertie s Private Limited (BPPL) and Lyons & Roses Private Limited (LRPL), the transfero r Companies with Madhuting Tea Private Limited, the transferee/ applicant compan y whereby and whereunder the entire undertaking of BPPL and LRPL together with a ll property, rights and powers and all debts, liabilities, duties and obligation s relating thereto are proposed to be transferred to the transferee/applicant co mpany. 2. Also perused the individual letters of all the shareholders of the appli cant company, marked collectively as Annexure-1, conveying their consent to the subject Scheme of Amalgamation. 3. Heard Mr. K. Goswami, the learned counsel for the applicant company who has also drawn the attention of the Court to the fact that all the 10,00,000 Equ ity Shares of Rs.10/- each of the applicant company, are held by two body corpo rates, namely, Dhunseri Investments Limited and Naga Dhunseri Group Limited join tly with their nominees and a list of shareholders of the transferee company sho wing the manner in which the shares are held by the said two corporate sharehold ers is annexed as Annexure-H and that all the shareholders have agreed in writin g to the proposed Scheme of Amalgamation. 4. The company application is admitted. It is ordered that : A. That the applicant company i.e. Mathuting Tea Private Limited is hereby exempted from convening and holding of meeting of the Equity Shareholder s of the applicant company for the purpose of considering the said Scheme of Arr angement. B. That the applicant company is exempted from advertising the noti ce of the meeting in newspaper and sending the notices of the meeting to the sha reholders. 5. Confirmation petition is to be filed within a period of three weeks from date. Accordingly the company application is disposed of.