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2015 (12) TMI 1705 - HC - Companies LawScheme of Amalgamation - Held that - As proposed Scheme of Amalgamation is for the benefit of both the companies and their shareholders. The proposed scheme will not adversely affect the rights of any of the creditors of the petitioner companies in any manner whatsoever. In this view of the aforesaid factual matrix, when all the equity shareholders, secured and unsecured creditors of both the companies have consented to the Scheme of Amalgamation, convening of their meetings are ordered to be dispensed with.
Issues:
Dispensation of meetings of Equity Shareholders, Secured and Unsecured Creditors for sanctioning the Scheme of Amalgamation. Analysis: The petition filed under the Companies Act, 1956 seeks dispensation of meetings for sanctioning the Scheme of Amalgamation between two companies. The registered office of both companies is located in Faridabad, Haryana. The main objects of the companies are detailed in their respective Memorandum and Articles of Association. The Board of Directors of both companies have approved the Scheme in their meetings held on specific dates. The authorized share capital, issued, subscribed, and paid-up share capital of both companies are provided in the petition. The Petitioner Transferor Company has obtained consent from all 37 equity shareholders, 28 unsecured creditors, and one secured creditor for the Scheme of Amalgamation. Similarly, the Petitioner Transferee Company has received consent from all 131 equity shareholders, six unsecured creditors, and two secured creditors. The lists of creditors and their consents are annexed with the petition. It is confirmed that there are no pending investigations or proceedings against the petitioner companies under specific sections of the Act. The proposed Scheme of Amalgamation is deemed beneficial for both companies and their shareholders without adversely affecting the rights of any creditors. Since all equity shareholders and creditors have consented to the Scheme, the court orders the dispensation of their meetings. The first motion petition is disposed of accordingly, allowing the petitioner to move the second motion petition.
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