2016 (1) TMI 1319 - HC - Companies Law

Scheme of Amalgamation - Held that - No proceedings under Section 235 to 251 of the Act are pending against any of the applicants as on date. The proposed scheme has been approved by the respective Board of Directors (BOD) of applicants. The copies of the BOD resolution of the applicants of even dated 16.11.2015 have been filed. Given the fact that all shareholders and creditors (i.e. the unsecured creditors) of the applicants have given their consent and/or No Objection (NOC) to the proposed scheme, there shall be no requirement to convene their meetings. Scheme allowed.

Summary

Issues:
Application under Section 391 and 394 of the Companies Act, 1956 for Scheme of Amalgamation.

Analysis:
The judgment pertains to a first motion application jointly moved by four transferor companies and one transferee company under Section 391 and 394 of the Companies Act, 1956, seeking approval for a Scheme of Amalgamation. The applicants' registered offices are located within the territorial jurisdiction of the Delhi High Court. Details regarding the incorporation dates, authorized, issued, subscribed, and paid-up capital of the applicants have been provided. Additionally, the application includes copies of the Memorandum and Articles of Association, along with the latest audited annual accounts for the year ended 31.03.2015. It is noted that no proceedings under Section 235 to 251 of the Act are pending against any of the applicants. The proposed scheme has been endorsed by the respective Board of Directors of the applicants, as evidenced by the filed BOD resolutions dated 16.11.2015.

Furthermore, the judgment outlines the status of shareholders, secured and unsecured creditors of the applicant companies, and the consent obtained from them for the proposed scheme. The table provided in the judgment details the number of shareholders and creditors for each transferor company and the transferee company, along with the percentage of consent received. The applicants have requested dispensation with the requirement of convening meetings of shareholders and unsecured creditors, as all shareholders and unsecured creditors have already given their consent or No Objection to the proposed scheme. Consequently, due to the unanimous consent received, there is no necessity to convene meetings of shareholders and creditors. Ultimately, the application is allowed in the aforementioned terms, as per the judgment delivered by the Hon'ble Mr. Justice Rajiv Shakdher.