2016 (3) TMI 1260 - HC - Companies Law

Scheme of amalgamation - Held that - All the Equity Shareholders and sole Unsecured Creditor of the applicantCompany have approved the Scheme in the form of written consent letters. All these consent letters are annexed with the application as Annexures D and F , respectively. There are no Secured Creditors of the applicantCompany as on date. The certificates confirming the status of the Shareholders and Creditors as well as the receipt of the consent letters from all the Shareholders and sole Unsecured Creditor are annexed as Annexures E and G , respectively. In view of the same, dispensation is sought from convening meetings of the Equity Shareholders and sole Unsecured Creditor of the applicantCompany and considering the facts and circumstances and the submissions advanced, the same is, hereby, granted.

Summary

Issues Involved:
1. Scheme of Arrangement for Amalgamation under Sections 391 to 394 of the Companies Act, 1956.
2. Dispensation of meeting of Equity Shareholders and Unsecured Creditor.

Analysis:

Issue 1: Scheme of Arrangement for Amalgamation
The judgment pertains to a Scheme of Arrangement in the nature of Amalgamation of two companies, with the Transferee Company being N.Desai Papers Private Limited. The application for this Scheme was filed by N.Desai Enterprises (India) Private Limited, the Transferor Company. The application sought dispensation of the meeting of Equity Shareholders and the sole Unsecured Creditor of the Transferor Company, as there were no Secured Creditors involved in the arrangement. The applicant provided written consent letters from all Equity Shareholders and the sole Unsecured Creditor, which were annexed with the application. Additionally, certificates confirming the status of Shareholders and Creditors, along with the receipt of consent letters, were also annexed. After considering the submissions and circumstances, the Court granted dispensation from convening meetings, as all necessary approvals were obtained.

Issue 2: Dispensation of Meeting of Equity Shareholders and Unsecured Creditor
The key contention in this issue was the dispensation sought by the applicant from convening meetings of the Equity Shareholders and sole Unsecured Creditor of the Transferor Company. The applicant presented written consent letters from all Equity Shareholders and the sole Unsecured Creditor, eliminating the need for physical meetings. The Court, after reviewing the submissions and evidence provided, decided to grant dispensation from holding these meetings due to the unanimous approval received from all relevant parties involved. Consequently, the application was disposed of, indicating that the requirements for the Scheme of Arrangement for Amalgamation were met satisfactorily, and the legal process was concluded efficiently.

In conclusion, the judgment by Honourable Smt. Justice Abhilasha Kumari of the Gujarat High Court dealt with a Scheme of Arrangement for Amalgamation under Sections 391 to 394 of the Companies Act, 1956. The Court granted dispensation from convening meetings of Equity Shareholders and the sole Unsecured Creditor of the Transferor Company, as all necessary consents were obtained and no Secured Creditors were involved in the arrangement. The decision highlights the importance of complying with legal procedures and obtaining requisite approvals for corporate restructuring activities.