2016 (7) TMI 1353 - HC - Companies Law

Scheme of amalgamation - seeking dispensing with the separate meetings of equity share holders and unsecured creditors of applicant companies for approving the scheme of amalgamation of transferor companies Fine Mining (Granite) Private Limited and Ridhi Sidhi Chem Private Limited with the transferee company (Property Ventures (India) Private Limited) - Held that - Considering the material on record especially the consent letters of shareholders and unsecured creditors of transferor/ transferee companies and certificates issued by the Chartered Accountant as also the proposed scheme of amalgamation, this court considers it appropriate to dispense with the meetings of the shareholders and unsecured creditors of the applicants transferor companies Fine Mining (Granite) Private Limited and Ridhi Sidhi Chem Private Limited and of shareholders of the transferee company (Property Ventures (India) Private Limited). Instant application stands allowed. Consequently, holding of meetings of shareholders and unsecured creditors of applicants transferor companies Fine Mining (Granite) Private Limited and Ridhi Sidhi Chem Private Limited and of shareholders of the transferee company (Property Ventures (India) Private Limited) are dispensed with.

Summary

Issues:
Application under Sections 391-394 of the Companies Act, 1956 seeking dispensing with separate meetings of equity shareholders and unsecured creditors for approving scheme of amalgamation.

Analysis:
The judgment pertains to an application filed by applicant companies under Sections 391-394 of the Companies Act, 1956, seeking dispensation of separate meetings of equity shareholders and unsecured creditors for approving the scheme of amalgamation. The applicant companies involved in the scheme are transferor companies [Fine Mining (Granite) Private Limited] and [Ridhi Sidhi Chem Private Limited], along with the transferee company (Property Ventures (India) Private Limited). It is highlighted that all shareholders of the transferor companies have given their consent to the scheme of amalgamation, with no secured creditors and only one unsecured creditor, who has also consented to the scheme. The lists of creditors have been certified by a Chartered Accountant and annexed with the application.

The applicant transferee company, Property Ventures (India) Private Limited, also has all shareholders consenting to the scheme of amalgamation, with no secured or unsecured creditors. The application reveals common shareholders among the transferor companies and the transferee company, with significant percentages of equity shares held by these common shareholders. The counsel argues that given the unconditional consent of shareholders and creditors, there is no justification for calling meetings of shareholders and unsecured creditors, and requests for dispensation of such meetings.

The court, after considering the facts, including consent letters of shareholders and creditors, certificates issued by the Chartered Accountant, and the proposed scheme of amalgamation, deems it appropriate to dispense with the meetings of shareholders and unsecured creditors of the applicant transferor companies and shareholders of the transferee company. Consequently, the court allows the instant application, dispensing with the holding of meetings of shareholders and unsecured creditors. The applicant companies are granted liberty to move for a second motion petition as permissible under the law, indicating the completion of this phase of the legal process.