JUDGMENT : Sanjeev Sachdeva, J. (Oral):-- 1. This is first motion joint Application under section 391 to 394 of the Companies Act, 1956 (“Act”) in connection with the Scheme of Amalgamation (“Scheme”) of JRG Polychem Private Limited (hereinafter referred to as Transferor Company) with JRG Infrastructure Private Limited (hereinafter referred to as Transferee Company) (hereinafter collectively referred to as Applicant Companies). A copy of the proposed Scheme is enclosed 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 of the dates of incorporation of the Applicant Companies, its authorized, issued, subscribed and paid up capital have been enclosed with the Application. 4. The copies of the Memorandum and Articles of Association, latest Audited Accounts for the period ended March 31, 2014 of the Applicant Companies have also been enclosed with the Application. 5. Learned Counsel for the Applicant Companies submits that no proceedings under sections 235 to 251 of the Act are pending against the Applicant companies as on the date of the present Application. 6. The proposed Scheme has been approved by the Board of Directors of the Applicant Companies. Copies of the Board Resolutions have been filed along with the Application. 7. The status of the Shareholders, Secured and Unsecured Creditors of the Applicant Companies and the consents obtained by them for the proposed Scheme are as follows: Company No. of Share holder Consent Given No. of Secured Creditor Consent Given No of Unsecured Creditor Consent Given Transferor Company 2 All Nil NA Nil NA Transferee Company 3 All 1 All 4 All 8. A prayer has been made for dispensation from the requirement of convening the meetings of the Shareholders, Secured and the Un-secured Creditors of the Applicant Companies. 9. In view of the written consents/NOC given by all the Shareholders of the Applicant Companies, the requirement of convening meeting of Shareholders of the Applicant Companies is dispensed with. 10. Since there are no Secured Creditors in the Transferor Company therefore the requirement of convening meeting of Secured Creditors of the Transferor Company does not arise. 11. In view of the written consents/NOC given by sole Secured Creditor of the Transferee Company, the requirement of convening meeting of secured creditor of the Transferee Company is dispensed with. 12. 10. Since there are no Secured Creditors in the Transferor Company therefore the requirement of convening meeting of Secured Creditors of the Transferor Company does not arise. 11. In view of the written consents/NOC given by sole Secured Creditor of the Transferee Company, the requirement of convening meeting of secured creditor of the Transferee Company is dispensed with. 12. Further, learned Counsel for Applicants submits that the sole Secured Creditor of the Transferee Company, namely M/s. Capri Global Capital Limited has given its consent through the Vice President & Company Secretary, who has been authorized by virtue of a Resolution dated 04.08.2014. The Resolution does not specifically authorize the person to given ‘no objection’ to the Scheme of Amalgamation. The Applicant Transferee Company is directed to issue an advance notice to the said Company prior to the filing of the second motion petition calling for their objections, if any, to the Scheme. 13. Since there are no Unsecured Creditors in the Transferor Company therefore the requirement of convening meeting of Unsecured Creditors of the Transferor Company does not arise. 14. In view of the written consents/NOC given by all the Unsecured Creditors of the Transferee Company, the requirement of convening meeting of Unsecured Creditors of the Transferee Company is dispensed with 15. The Application stands allowed in the aforesaid terms.