2015 (5) TMI 1130 - HC - Companies Law

Scheme of Amalgamation - Since, all the shareholders and Unsecured Creditors have given their consent, therefore, the holding of the meetings of the aforementioned shareholders and unsecured creditors of the petitioner No.1/5th Transferor Company and petitioner No.2/6th Transferor Company are, hereby, dispensed with. Since there is no secured creditors of both the companies aforementioned, no meeting of the secured creditors is thus required.

Summary

Issues:
1. Jurisdiction of the Court for the company petition under Section 391/394.
2. Approval of the scheme of Amalgamation by the Board of Directors.
3. Consent of shareholders and unsecured creditors for both transferor companies.
4. Absence of secured creditors for both transferor companies.
5. Dispensing the meetings of shareholders and unsecured creditors.
6. Disposal of the first motion petition and liberty to file the second motion petition.

Jurisdiction of the Court: The petition was filed under Section 391 of the Companies Act, 1956 for dispensing the meetings of shareholders and unsecured creditors of the transferor companies and the transferee company for sanctioning the scheme of Amalgamation. The registered office of the transferor companies and the transferee company was within the jurisdiction of Delhi, but as the registered office of the 5th and 6th transferor companies was in Haryana, the jurisdiction of the Punjab and Haryana High Court was invoked.

Approval of the Scheme: The Board of Directors of the 5th and 6th transferor companies passed a resolution approving the scheme of Amalgamation. The necessary documents, including the Memorandum of Articles of Association and resolutions, were annexed with the petition. The shareholders of both companies provided their consent for the scheme, as did the unsecured creditors, as verified by certificates issued by Chartered Accountants.

Consent of Shareholders and Creditors: The 5th transferor company had seven shareholders, all of whom consented to the scheme. The 6th transferor company had eight shareholders, all of whom also consented. Both companies had only unsecured creditors, who provided their consent as well. The absence of secured creditors was confirmed by the Chartered Accountants' certificates.

Dispensing Meetings: Since all shareholders and unsecured creditors had given their consent, the court decided to dispense with the requirement of holding meetings for them. As there were no secured creditors for either company, no meeting of secured creditors was deemed necessary.

Disposal of the Petition: The first motion petition was disposed of accordingly, with liberty granted to file the second motion petition. This decision was made based on the compliance with the necessary procedures and the consent obtained from relevant parties, leading to the dispensation of meetings and the progression towards the next steps in the amalgamation process.