2016 (8) TMI 1272 - HC - Companies Law

Scheme of amalgamation - dispensing with the meeting of the equity shareholders of the applicant company - Held that - Having heard learned counsel for the applicant and considering the fact that the equity shareholders 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 meeting of the equity shareholders of the applicant company is ordered to be dispensed with. It is further ordered that this being the Transferee Company, the meeting of the creditors is not required to be held.

Summary

Issues: Dispensing with the meeting of equity shareholders and creditors in a Scheme of Amalgamation.

Dispensing with the meeting of equity shareholders:
The judgment pertains to a Judge's Summons filed by the applicant, a Transferee Company, seeking dispensation of the meeting of equity shareholders in the context of a Scheme of Amalgamation involving several companies. The applicant, represented by learned counsel, submitted that all 23 equity shareholders had provided written consent for the Scheme of Amalgamation. The Court noted the submission and the Certificate from Chartered Accountants confirming the shareholders' consent. Citing Section 391(2) of the Act, the Court ordered the dispensation of the equity shareholders' meeting, given the requisite written consent had been obtained. The judgment emphasized that as the Transferee Company, no meeting of creditors was necessary, and thus, none was required to be held.

Dispensing with the meeting of creditors:
The judgment further clarified that since the applicant was the Transferee Company, there was no obligation to convene a meeting of creditors. The Court's decision was based on the fact that all equity shareholders had provided written consent as mandated by Section 391(2) of the Act. Consequently, the Court ordered the dispensation of the creditors' meeting, affirming that no such meeting was necessary for the Transferee Company. As a result of these considerations, the application was disposed of by the Court.