IN RE Vs. SAAKAR CONSTRUCTIONS PRIVATE LIMITED

JUDGEMENT

(1.) This Company Application filed jointly by the Applicant companies under section 230-232 of the Companies Act, 2013 (hereinafter referred to as the 'Act') read with Rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for dispensation/calling of the meetings of the shareholders of the Transferee Company, i.e., the Applicant Company. No.l, M/s. Saakar Constructions Private Limited. From the records, it is observed that the Scheme was approved by the Board of Directors of the Applicant Company and Daffodil Dealcom Private Limited, Future Barter Private Limited, Subhankar Tradelink Private Limited, in their respective Board Meetings. The applicant company is having 21 eguity shareholders.

(2.) Out of 21 equity shareholders, 17 have given their consent in writing agreeing to the Scheme and also consented to waive the holding and convening of the meetings of the equity shareholder of the applicant company concerned.

(3.) Therefore, applicant companies prayed before this Tribunal for dispensing with the publishing of advertisement and convening and holding of meeting of the equity shareholders of the Applicant Company. Since the Amalgamating Companies, i.e., Applicant Company Nos. 2 to 4 had their registered office in Kolkata, West Bengal and an application was filed before the Hon'ble High Court at Calcutta being C.A. No.218 of 2015 under section 391(1) of the Companies Act seeking an order to appoint Chairperson to convene the meeting or to dispense with the meeting as the transferor companies, i.e. Applicant Nos. 2 to 4 have few number of shareholders, who have already given their consent.