REXCEL PHARMACEUTICALS LTD Vs. STATE

JUDGEMENT

(1.) IN these company applications under Sections 391-394 of the Companies Act, 1956 (for short the 'Act'), duly supported by affidavits, the applicant companies seek dispensation of the meetings of their shareholders and creditors for sanctioning of the Scheme of Amalgamation at annexure A.

(2.) THE main objections of the applicant-transferor companies No. 1, 2 and 3 are detailed in the respective Memorandum and Articles of Association annexed with this application at annexure B, D and F respectively.

(3.) THAT applicant company No.1/transferor company No. 1 has seven equity shareholders as is evident from the list of shareholders annexed as annexure L-1 with the application and all of them have consented to the scheme of amalgamation, vide consent letter at annexure L-2. It is averred in para 1 of the application that there are no secured and unsecured creditors of the applicant company No.1/transferor company No.1 and to this effect a certificate of the Chartered Accountant is annexed at annexure M.