HOTLINE HOL CELDING P LTD Vs. IN RE

JUDGEMENT

(1.) This petition is filed in this Court to obtain sanction to .1 Scheme of Amalgamation of Hotline Holdings Pvt Ltd., Fusebase India Pvt. Ltd., Hotline International Pvt. Ltd., Netillennium Technologies Pvt. Ltd., Protek Components (India) Ltd. (Transferor Companies) with Fusebase Eltoro Pvt. Ltd. (Transferee Company).

(2.) Earlier a joint application (CA (M) No. 162/ 2003) was filed by these companies, who are joint applicants in the present application also, under Section 391 of the COMPANIES ACT, 1956 seeking dispensing with the requirement of convening and holding of the meeting of the equity shareholders and creditors of the applicant companies for the purpose of considering and approving the proposed scheme of amalgamation with Fusebase Eltoro Pvt. Ltd. (Transferee Company). This was allowed vide order dated 5th March, 2004. It was noted in the said order as under:-

(3.) It is in these circumstances the present application is filed. It is stated in the application that the circumstances, reasons and grounds that have necessitated and/or justify the said Scheme of Amalgamation, are inter alia follows: