Calcutta High Court
2/2016 on 28 January, 2016
Author: Biswanath Somadder
Bench: Biswanath Somadder
ORDER SHEET
CA No.2 of 2016
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
ORIGINAL SIDE
RE: CLASSIC INFRASTRUCTURE & DEVELOPMENT LTD. & ANR
BEFORE:
The Hon'ble JUSTICE BISWANATH SOMADDER
Date : 28th January, 2016.
Appearance:
Mr. S.N. Mookherjee, Sr. Adv.
Mr. Ratnanko Banerjee, Sr. Adv.
Mr. D.N. Sharma, Adv.
Mr. Aniket Agarwal, Adv.
Ms. Rusha Saha, Adv.
The Court : This is an application under section 391(1) of the Companies Act, 1956. The applicants seek dispensation of the meeting of equity shareholders of Classic Infrastructure & Development Limited, the applicant company No.1 herein (transferor company) on the ground that the transferor company is a wholly owned (100%) subsidiary of Greenacre Holdings Limited, the applicant company No.2 herein (transferee company) which along with all its nominees has given its written consent to the scheme which have been appended to the application.
In view of the unconditional consent given by the said equity shareholders of the transferor company, the meeting of shareholders of the transferor company for considering the scheme is dispensed with.2
It is further submitted that there is no compromise or arrangement between the applicant no.2 (transferee company) and its shareholders or creditors. The rights of the shareholders and creditors of the transferee company are not affected since the Transferor Company is a wholly owned (100%) subsidiary of the transferee company and no shares are to be issued by the transferee company and the aggregate assets of the said companies are also far in excess of their aggregate liabilities.
The scheme is not an arrangement between the transferee company and its shareholders or creditors.
As such, no company petition is required to be filed and no further proceedings are required to be taken out by the applicant no.2 (transferee company) under sections 391 to 394 of the Companies Act, 1956 in relation to the scheme of amalgamation of the applicant no.1 with the applicant no.2.
Let the Judge's Summons be signed as of date.
The applicant company no.1 is directed to file the confirmation petition within six weeks hereof. In default, this order will lapse.
Company Application No.2 of 2016 is accordingly disposed of without any order as to costs.
Urgent photostat certified copies of this order, if applied for, be supplied to the parties subject to compliance with all requisite formalities.
(BISWANATH SOMADDER, J.) B.Pal/sp