JUDGMENT : Sudershan Kumar Misra, J.:-- 1. This joint application has been filed under Sections 391 and 394 of the Companies Act, 1956 read with Rules 6 & 9 of the Companies (Court) Rules, 1959 by the applicant companies seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Amalgamation of Sharp Capital Private Limited (hereinafter referred to as the transferor company) with Sharp Credits Limited (hereinafter referred to as the transferee company). 2. The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this Court. 3. The transferor company was incorporated under the Companies Act, 1956 on 7th March, 1995 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 4. The transferee company was incorporated under the Companies Act, 1956 on 16th October, 1986 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 5. The present authorized share capital of the transferor company is Rs. 10,00,000/- divided into 1,00,000 equity shares of Rs. 10/- each. The present issued, subscribed and paid-up share capital of the company is Rs. 9,02,000/- divided into 90,200 equity shares of Rs. 10/- each. 6. The present authorized share capital of the transferee company is Rs. 1,00,00,000/- divided into 10,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the company is Rs. 10,00,000/- divided into 1,00,000 equity shares of Rs. 10/- each. 7. Copies of the Memorandum and Articles of Association of the transferor and transferee companies have been filed on record. The audited balance sheets, as on 31st March, 2014, of the transferor and transferee companies, along with the report of the auditors, have also been filed. 8. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and detailed in the application and the accompanying affidavit. It is claimed that the amalgamation will consolidate the shareholding of both the transferor and transferee companies and improve the administrative control. 8. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and detailed in the application and the accompanying affidavit. It is claimed that the amalgamation will consolidate the shareholding of both the transferor and transferee companies and improve the administrative control. It is further claimed that the proposed Scheme will result in formation of a large company enabling further growth and development of the businesses of the said companies and will also increase the efficiency by pooling of resources and their optimum utilization, thereby availing synergies from combined resources. 9. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, the transferee company shall issue and allot equity shares to the shareholders of the transferor company in the following ratio: “01 equity share of Rs. 10/- each in the transferee company, credited as fully paid up, for every 34 equity shares of Rs. 10/- each held by them in the transferor company.” 10. It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the applicant companies. 11. The Board of Directors of the transferor and transferee companies in their separate meetings held on 7th November, 2014 have unanimously approved the proposed Scheme of Amalgamation. Copies of the Resolutions passed at the meetings of the Board of Directors of the transferor and transferee companies have been placed on record. 12. The transferor company has 07 equity shareholders and 01 unsecured creditor. All the equity shareholders and the only unsecured creditor have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meetings of the equity shareholders and unsecured creditor of the transferor company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured creditor of the transferor company, as on 31st March, 2014. 13. The transferee company has 14 equity shareholders. All the equity shareholders have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. There is no secured creditor of the transferor company, as on 31st March, 2014. 13. The transferee company has 14 equity shareholders. All the equity shareholders have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the equity shareholders of the transferee company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured or unsecured creditor of the transferee company, as on 31st March, 2014. 14. The application stands allowed in the aforesaid terms.