The central legal point established in the judgment is the court's authority to dispense with the requirement of convening meetings for shareholders and creditors based on their consents obtained and placed on record.

1. The present is a first motion application filed jointly, under Sections 391 & 394, 100 to 104 of the Companies Act, 1956, in connection with the Composite Scheme of Arrangement for (a) Amalgamation of Su Estates Pvt. Ltd. (hereinafter referred to as ‘Transferor Company’) with Ireo Pvt. Ltd. (hereinafter referred to as ‘Transferee Company’) and (b) De-merger of Demerged Undertaking of Ireo Pvt. Ltd. into, Sunsine Realbuild Pvt. Ltd. (hereinafter referred to as ‘Resulting Company’).

2. The Transferor Company, Transferee Company and Resulting Company are hereinafter collectively referred to as ‘Applicant Companies.’

3. The registered offices of the Applicant Companies are situated at New Delhi, within the jurisdiction of this Court.

4. The Transferor Company was incorporated on 13.02.2006 under the Companies Act, 1956, with the ROC, Delhi and Haryana.

5. The Transferee Company was incorporated on 15.03.2004, under the Companies Act, 1956 with the ROC, Delhi and Haryana.

6. The Resulting Company was incorporated on 27.04.2009, under the Companies Act, 1956 with the ROC, Delhi and Haryana.

7. The authorized share capital of the Transferor Company, as on 31.03.2016, is Rs.1,00,000/-, divided into 10,000 Equity Shares of Rs.10/- each and the Issued, Subscribed and Paid-Up Share Capital of the Transferor Company as on 31.03.2016, is Rs.1,00,00/-, divided into 10,000 Equity Shares of Rs.10/- each.

8. The Authorized Share Capital of the Transferee Company as on 31.03.2016, is Rs.23,75,00,00,000/- divided into 1,12,50,00,000 equity shares of Rs.10/- each and 1,25,00,00,000 1% non-cumulative redeemable preference shares of Rs.10/- each and the Issued, Subscribed and Paid-Up Share Capital of the Transferee Company as on 31.03.2016 is Rs.11,46,62,27,740/- divided into 35,32,51,524 equity shares of Rs.10/- each and 79,33,71,250 1% non-cumulative redeemable preference shares of Rs.10/- each.

9. The Authorized Share Capital of the Resulting Company as on 31.03.2016, is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each and the Issued, Subscribed and Paid-Up Share Capital of the Transferee Company as on 31.03.2016 is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.

10. Copies of the Memorandum of Association and Articles of Association of the Applicant Companies have been filed and the same are on record. The audited balance sheets, as at 31st March, 2016 of the Applicant Companies, along with the report of the auditors and report of directors have also been filed and the same are on record.

11. It has been submitted on behalf of the Applicant Companies that no proceedings under Sections 235 to 251 of the Act or under corresponding provisions of the Companies Act, 2013 are pending against the Applicant Companies as on the date of filing of the present application.

12. A copy of the proposed Scheme has been filed on record and the salient features of the Scheme have been incorporated and detailed in the application and the accompanying affidavits.

13. The proposed Scheme has been approved by the Board of Directors (hereinafter referred to as ‘BOD’) of the Applicant Companies in their separate meetings held on 12.09.2016. Copies of the Resolutions passed at the meetings of the Board of Directors of the Applicant Companies have been placed on record.

14. It has been submitted that the Applicant Companies are closely held private limited companies. Status of Equity Shareholders, Preference Shareholders, Debenture Holders, Secured Creditors and Un-secured Creditors of the Applicant Companies and written consents/NOC obtained for the proposed Scheme is summarized in following table:-

Company	No. of Share holders/Debenture holders	Consent Given	No. of Secured Creditors	Consent Given	No. of Un-secured Creditors1	Consent Given
Transferor Company	2 Equity Shareholders	All	Nil	N.A.	4	All