2016 (2) TMI 1120 - HC - Companies Law

Scheme of amalgamation - dispensation of convening meetings - Held that - Consent have been obtained from the equity shareholders of both the applicants. In these circumstances, in so far as the equity shareholders of the applicants are concerned, the requirement to convene their meetings is dispensed with. As far as the unsecured creditors are concerned, in the case of the transferor company 39 out of 46 have given their consent. The percentage of consents in terms of value and number is as follows 97.44% in value 84.78% in number. As regards the unsecured creditors of the transferee company, it is averred that 33 out of the total 35 have given their consent. A scrutiny of the documents filed alongwith joint application has revealed that one of the unsecured creditors has given its consent to the scheme prior to the scheme being sanctioned by the BOD of the transferee company. Notwithstanding the aforesaid discrepancy, the percentage of consents in terms of value and number are as follows 97.28% in value and 91.43% in number. Accordingly, the prayer made for dispensing with the requirement of convening meetings of the unsecured creditors of the applicants is allowed. The reason for allowing the prayer made for dispensation of the requirement of convening meetings of the unsecured creditors of the applicants, is that, the percentage of consent given, in value, in both these cases is above 75%. The joint application stands allowed in the aforesaid terms.

Summary

Issues: Application under Sections 391 and 394 of the Companies Act, 1956 for scheme of amalgamation; Jurisdiction of the court; Details of transferor and transferee companies; Approval of scheme by Board of Directors; Consent of shareholders and unsecured creditors; Dispensation of meetings for equity shareholders and unsecured creditors.

Analysis:
The judgment pertains to a joint application under Sections 391 and 394 of the Companies Act, 1956 for a proposed scheme of amalgamation involving two companies, namely the Transferor Company and the Transferee Company. The Transferor Company, originally named Haskoning India Private Limited, later changed its name to HaskoningDHV India Private Limited, while the Transferee Company, initially known as M.D.P. Consultants Private Limited, changed its name to HaskoningDHV Consulting Private Limited. The application includes details of the authorized, issued, subscribed, and paid-up capital of both companies, along with their Memorandum and Articles of Association and latest audited annual accounts. The jurisdiction of the court is established as the registered offices of both companies are located within the National Capital Territory of Delhi.

The judgment highlights that the scheme has been approved by the respective Board of Directors of both companies, as evidenced by the filed resolutions. It further discusses the consent obtained from shareholders and unsecured creditors of the companies. The table provided in the judgment shows the number of shareholders and unsecured creditors, along with the percentage of consent obtained from them for the scheme. Notably, consent has been obtained from the equity shareholders of both companies, leading to the dispensation of the requirement to convene their meetings. Regarding unsecured creditors, the judgment details the percentage of consents obtained in terms of value and number for both companies.

The judgment allows the prayer for dispensing with the requirement of convening meetings of the unsecured creditors of the companies, as the percentage of consent given by them, in value, exceeds 75%. This decision is based on the high percentage of consents obtained from the unsecured creditors. Ultimately, the joint application is allowed in the aforementioned terms, with a directive for "Dasti," indicating the issuance of necessary copies.