Co. Appl. 144/10 //1// In the High Court of Judicature for Rajasthan Jaipur Bench ** Company Application No.144/2010 In the matter of Amalgamation Universal Trading Company Ltd (Transferor Co.) And Amer Investments (Delhi) Ltd. (Transferee Co.) Date of Order ::: 30/09/2010 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 (transferor Co.). Counsel submits that transferor Co. (Universal Trading Co. Ltd) has proposed for amalgamation with transferee Company (Amer Investments (Delhi) Ltd). andl further submits that holding of meetings of equity share holders & unsecured creditors of the applicant Company may be dispensed with since the transferor & transferee companies are closely held group companies and on the date of approval of the Scheme of arrangement by its Board of Directors, applicant-Transferor Company had 8 equity share holders & 47 unsecured creditors with no secured creditors who have unconditionally agreed in writing to the Scheme of arrangement and have also given Co. Appl. 144/10 //2// 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-Co. Consequently, instant application is allowed. Holding of the meetings of the equity share holders & unsecured creditors of the applicant-Co. is dispensed with. The applicant may move for second motion petition. (Ajay Rastogi), J. K.Khatri/p.2/ 144CoAppl-10-Sep30DspnsMtng.doc