2007 (9) TMI 412 - HC - Companies Law

Amalgamation - Held that - As no proceedings under sections 235 to 251 of the Companies Act, 1956, are pending against the transferor and the transferee-companies. Considering the facts and circumstances, convening and holding of the meeting of the equity shareholders of the transferor-company/secured creditors of the transferor-company / unsecured creditors of the transferor-company/ secured creditors and unsecured creditors of transferee company for consideration and approval of the scheme of amalgamation is dispensed with. Thus the application is allowed in terms hereof.

Summary

Issues:
Application under sections 391 and 394 of the Companies Act, 1956 for approving the scheme of amalgamation of two companies.

Analysis:
1. Scheme of Amalgamation: The application seeks approval for the scheme of amalgamation between Dabur Foods Ltd., the transferor-company, and Dabur India Ltd., the transferee-company. The scheme aims to unlock operational efficiencies, derive synergies, and enhance strategic insight into combined operations for future growth and expansion opportunities with increased scale, profitability, and global reach.

2. Shareholders' Approval: The transferor-company, Dabur Foods Ltd., has seven equity shareholders who have provided their consent for the amalgamation. The convening of a meeting for equity shareholders' approval is dispensed with due to the small number of shareholders and their no objection to the scheme.

3. Creditors' Meeting: The transferor-company has two secured creditors and 155 unsecured creditors. The meeting of secured creditors is dispensed with as their consents have been obtained. However, a meeting of unsecured creditors is to be held to ensure transparency and fairness. The process for convening the meeting, quorum requirements, and notice provisions have been detailed for the unsecured creditors' meeting.

4. Equity Shareholders of Transferee-Company: Dabur India Ltd., the transferee-company, has 1,17,685 equity shareholders. Due to the amalgamation being between the parent and its wholly owned subsidiary with no change in share capital structure or issuance of new shares, the meeting of equity shareholders is dispensed with based on legal precedent and the fact that shareholders will not be affected adversely.

5. Creditors of Transferee-Company: The transferee-company has ten secured creditors and 1,075 unsecured creditors. Similar to the transferor-company, the meetings of secured and unsecured creditors of the transferee-company are dispensed with as the scheme does not impact their rights adversely, and consents have been obtained from a significant percentage of creditors.

6. Compliance and Approval: The applicants have confirmed that no proceedings under sections 235 to 251 of the Companies Act, 1956, are pending against either the transferor or transferee-companies. Considering the facts and circumstances presented, the court allows the application for the scheme of amalgamation between the two companies.