IN THE HIGH COURT OF BOMBAY AT GOA COMPANY APPLICATION (MAIN) NO. 49 OF 2010 Lusitania Trading Co. Pvt. Ltd. ... Applicant Mr. Sudin M.S. Usgaonkar, Advocate for the Applicant. Coram: S.B DESHMUKH, J. Date: 6 th January, 2011. P.C. I have heard learned Counsel Mr. Usgaonkar for the applicant. 2. This application is filed on behalf of the applicant under Sections 391 and 394 of the Companies Act, 1956. Learned Counsel for the applicant refers to Exhibit-'D' at page 44. Exhibit-'D' shows that Mr. Varun Sood holds 999 shares of the applicant company (transferor company). From Exhibit-'D' it appears that even though meeting of the shareholders of the company is required to be convened, with or without modifications of the scheme of arrangement, Mr. Varun Sood, the person holding 999 shares waives his right of notice for calling the meeting for sanctioning the scheme of arrangement/amalgamation. 3. I have also seen document at Exhibit-'D', page 45, with the assistance of the learned Counsel for the applicant, signed by Mr. Vishal Sood which states that Mr. Vishal Sood is holding only one share (value of this share is around Rs. 100/-). Statement is made at para two by Mr. Vishal Sood that he waives his right of notice for calling the meeting for sanctioning the scheme of arrangement/amalgamation. 4. I have also considered para no. 16 of the affidavit of Mr. Varun Sood sworn in on 31-03-2010, which is a part of the application which states that the members of the applicant/transferor company, i.e. both the equity shareholders of the applicant/transferor company has already given consent in writing, agreeing to the scheme of amalgamation which the transferor company i.e. Siolim Hotels Private Limited with the transferee company. At para 17 of the affidavit, statement is made that a written consent is given by all the shareholders that the meeting will be an empty formality for the respondent and accordingly meeting of the shareholders may be dispensed with. An important statement is made at para 18 that there are no secured and unsecured creditors of the applicant company. 5. After considering the submissions and pleadings, I am of the view that this application/petition can be admitted. Learned Counsel for the applicant has made available copy of minutes of order. It is taken on record and marked as "A" for identification. 6. Application stands disposed of in terms of minutes of order at "A". S. B. DESHMUKH, J. Ev