2016 (8) TMI 1271 - HC - Companies Law

Scheme of Amalgamation - dispensing with the meeting of the equity shareholders and unsecured creditors of the applicant - company - Held that - The applicant has produced certificate dated 31.03.2016 of P.R.Shah & Associates Chartered Accountants certifying that all the equity shareholders and the unsecured creditors have given their consent in writing in approval of the Scheme. The certificate also certifies that there are no secured creditors of the applicant company. It is therefore requested to pass an appropriate order to dispense with the meeting of the equity shareholders and unsecured creditors Having heard for the applicant and considering the fact that all the equity shareholders and the unsecured creditors of the applicant company have given their consent in writing as required under Section 391(2) of the Act to the proposed Scheme of Amalgamation the meetings of the equity shareholders and unsecured creditors of the applicant company are ordered to be dispensed with.

Summary

Issues:
Dispensing with the meeting of equity shareholders and unsecured creditors for approval of a Scheme of Amalgamation.

Analysis:
The judgment pertains to an application filed by the Transferor Company seeking orders to dispense with the meeting of equity shareholders and unsecured creditors for the approval of a Scheme of Amalgamation. The applicant submitted that all three equity shareholders and three unsecured creditors of the company have given their written consent in approval of the Scheme. The Chartered Accountant's certificate confirmed the consent of all equity shareholders and unsecured creditors, along with the absence of secured creditors. The applicant's counsel argued for dispensing with the meetings based on Section 391(2) of the Act.

The Court, after considering the submissions and the certificate provided by the Chartered Accountant, acknowledged that all equity shareholders and unsecured creditors had given their written consent as required by the law for the proposed Scheme of Amalgamation. Consequently, the Court ordered the dispensation of meetings of equity shareholders and unsecured creditors. The judgment disposed of the present application in light of the compliance with Section 391(2) of the Act.

In conclusion, the judgment granted leave to place a fresh certificate of the Chartered Accountant on record and accepted the application for dispensing with the meetings of equity shareholders and unsecured creditors due to their unanimous written consent for the Scheme of Amalgamation. The decision was based on the fulfillment of legal requirements under Section 391(2) of the Act, ensuring compliance with the necessary procedures for such corporate actions.