2008 (3) TMI 479 - HC - Companies Law

Amalgamation - seeking directions from the Court for convening holding and conducting separate meetings of the shareholders secured and unsecured creditors - Held that - The applicant/Transferor-company has 7 shareholders and applicant/Transferee-company has 2 shareholders. All the shareholders of the each company have given their consent in writing to the scheme of amalgamation which have been filed on record. Since the consents to the scheme of amalgamation have been filed on behalf of the respective shareholders of the each company thus it is just and appropriate to dispense with convening the meeting of the equity shareholders to consider the scheme of arrangement. The applicant/transferor-company has no secured creditors and applicant/Transferee-company has 7 secured creditors. Thus it is just and appropriate to dispense with convening the meeting of the secured creditors of the each company to consider the scheme of arrangement. The applicant/Transferor-company has 213 unsecured creditors in all. The applicant has sought the holding of the meeting of its unsecured creditors for considering and if thought fit approving the scheme. Considering the facts and circumstances the meeting of the unsecured creditors of the Transferor-company be held on 19-4-2008 at 11.00 am at Mother Dairy Patparganj Delhi-110092 as directed and required.

Summary

Issues:
Application under section 391(1) read with sections 393 and 394 of the Companies Act, 1956 for directions to convene meetings of shareholders, secured and unsecured creditors for sanctioning the scheme of amalgamation.

Analysis:
1. The joint application under section 391(1) of the Companies Act, 1956 was filed by Dhara Vegetable Oil and Foods Company Ltd. (Transferor-company) and Mother Dairy Fruits and Vegetables Pvt. Ltd. (Transferee-company) seeking directions for holding separate meetings of shareholders, secured and unsecured creditors as required for sanctioning the scheme of amalgamation.

2. The Transferor-company and Transferee-company, located within the jurisdiction of the High Court of Delhi, have passed resolutions approving the scheme of amalgamation on separate dates in 2008.

3. Both companies have filed their Memorandums and Articles of Association along with audited balance sheets as on 31-3-2007. The scheme of amalgamation and salient features have been detailed in the application.

4. Consent in writing to the scheme of amalgamation has been obtained from all shareholders of both companies, justifying the dispensation of convening equity shareholders' meetings.

5. Secured creditors of the Transferee-company have also given written consent to the scheme, eliminating the need for convening a meeting of secured creditors.

6. For the Transferor-company, a meeting of unsecured creditors is scheduled, with a designated Chairperson and Alternate Chairperson appointed to oversee the proceedings, ensuring compliance with statutory requirements.

7. Similarly, a meeting of unsecured creditors of the Transferee-company is set to take place, with specific provisions made for creditors with debts up to a certain threshold, streamlining the notification process while maintaining their right to participate.

8. The fees for the Chairpersons conducting the meetings are specified, along with instructions for maintaining proxy registers and ensuring fair conduct of the meetings.

9. Directions are given for adequate security and logistical arrangements to accommodate the large number of unsecured creditors expected to attend the meetings, with local police support mandated for assistance.

10. The application is allowed as per the order, granting the necessary permissions and directions for the convening and conduct of the required meetings in compliance with the Companies Act, 1956.