R.P. Nagrath, Member - (1.) This is a joint motion petition filed by the petitioner-companies for approval of the 'Scheme' of Amalgamation (for brevity the 'Scheme') of petitioner No.1 company Authorstream .Com Private Limited, the transferor company with the Authorgen Technologies Pvt. Ltd., transferee company.
(2.) The petition was filed in the Hon'ble Punjab and Haryana High Court, Chandigarh under Sections 391 to 394 of the Companies Act, 1956 (for short to be referred here-in-after as '1956 Act') seeking exemption from/dispensation of the holding of meetings of equity shareholders and secured as well as unsecured creditors of both the petitioner companies and sanction of the Scheme of Arrangement/Amalgamation (Annexure P-19) being amalgamation of whole of the undertaking of Authorstream.Com Private Limited (Transferor Company with Authorgen Technologies Private Limited (Transferee Company).
(3.) Vide order dated 24.07.2015, the Hon'ble High Court dispensed with the convening/holding of the meetings of shareholders of both the Transferor and Transferee companies and unsecured creditors of Transferor Company in view of the fact that all the shareholders of both the petitioner companies and the unsecured creditors of Transferor Company having given their consent. The convening of the meeting of unsecured creditors of Transferee Company was also dispensed with as 32 unsecured creditors having 95.42% in value had given their no objection/consent to the 'Scheme'. It was also observed by the Hon'ble High Court that since there are no secured creditor of the petitioner Companies, no meeting is required.;