JUDGMENT : Sanjeev Sachdeva, J. (Oral):-- 1. This is a first motion Application under sections 391 to 394 of the Companies Act, 1956, (“Act”) in connection with the Scheme of Amalgamation (“Scheme”) of American Express Foreign Exchange Services India Limited (hereinafter referred to as the Transferor Company) and American Express Services India Limited (hereinafter referred to as the Transferee Company) (hereinafter all Companies collectively referred to as Applicant Companies) and their respective Shareholders. A copy of the proposed Scheme has been enclosed along with the Application. 2. The registered offices of the Applicant Companies are situated within the National Capital Territory of Delhi, within the jurisdiction of this Court. 3. The details with regard to the date of incorporation of Applicant Companies, their Authorized, Issued, Subscribed and Paid up Capital have been set out in the present application. 4. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2013 of the Applicant Companies have also been enclosed with the present application. 5. Learned Counsel for the Applicant Companies submits that no proceeding under sections 235 to 251 of the Act is pending against any of the Applicant Companies as on the date of the present Application. 6. The proposed Scheme has been approved by the Board of Directors of all the Applicant Companies. Copies of the Board Resolutions have been filed along with the present Application. 7. The status of the Equity Shareholders, Secured and Un-secured Creditors of the Transferor Company and Transferee Company is apparent from the chart given below:- CompanyNo. of Share HoldersConsent GivenNo. of Secured CreditorsConsent GivenNo. of Unsecured CreditorsConsent Given Transferor Company8AllNilN.A4Paid-off Transferee Company8AllNilN.ANilN.A 8. In view of the above, a prayer has been made for dispensation of the requirement of convening meetings of Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Companies. 9. In view of the written consents/NOC given by the Shareholder of Transferor Company and Transferee Company the requirement of convening meetings of Shareholders of the Transferor Company and Transferee Company are dispensed with. 10. Since there are no Secured Creditors in Transferor Company and Transferee Company, therefore the requirement of convening meeting of Secured Creditors of Transferor Company and Transferee Company does not arise. 11. 10. Since there are no Secured Creditors in Transferor Company and Transferee Company, therefore the requirement of convening meeting of Secured Creditors of Transferor Company and Transferee Company does not arise. 11. Since there are no Un-secured Creditors in Transferee Company, therefore the requirement of convening meeting of Un-secured Creditors of Transferee Company does not arise. 12. The learned Counsel for the Applicants has placed on record the Certificate issued by the Chartered Accountant that the Transferor Company has paid off all the Sundry Creditors and other liabilities as on 10th September 2014. In view of the Certificate issued by the Chartered Accountant filed in respect to the four Un-secured Creditors of the Transferor Company who have been paid off, convening meeting of Un-secured Creditors of the Transferor Company is dispensed with. 13. The Application stands allowed in the aforesaid terms.