2015 (11) TMI 1706 - HC - Companies Law

Dispensation of various meetings - It is stated in the petition that the registered office of the petitioner company is situated at Gurgaon, Haryana. The registered office of the Transferee company is situated in Maharashtra - Held that - when all the equity shareholders and compulsory convertible redeemable preference shareholders of the Petitioner/ Transferor Company have consented to the Scheme of Amalgamation, convening of their meetings are ordered to be dispensed with. Since there is no secured and unsecured creditor of the Petitioner / Transferor Company, no meeting is required - petition allowed.

Summary

Issues involved:
Dispensation of meetings of Equity Shareholders, Compulsory Convertible Redeemable Preference Shareholders, Secured and Un-secured Creditors for sanctioning the Scheme of Amalgamation.

Analysis:
The petition filed under the Companies Act, 1956 seeks dispensation of meetings for sanctioning the Scheme of Amalgamation between the Petitioner/Transferor Company and the Transferee Company. The registered offices of both companies are in different states. The main objects of both companies are detailed in their respective Memorandum and Articles of Association. The Board of Directors of both companies have approved the Scheme in their meetings. The share capital structure of the Petitioner/Transferor Company and the Transferee Company is outlined in the petition. The Petitioner/Transferor Company has equity shareholders and compulsory convertible redeemable preference shareholders who have consented to the Scheme. There are no secured or unsecured creditors of the Petitioner/Transferor Company. The equity shares of both companies are not listed on any stock exchange. The entire issued, subscribed, and paid-up equity share capital of the Transferor Company is held by the Transferee Company. There are no investigations or proceedings pending against the petitioner companies under specific sections of the Act. The proposed Scheme of Amalgamation is deemed beneficial for both companies and their shareholders.

The judgment states that since all equity shareholders and compulsory convertible redeemable preference shareholders of the Petitioner/Transferor Company have consented to the Scheme of Amalgamation, dispensing with the convening of their meetings is ordered. As there are no secured and unsecured creditors of the Petitioner/Transferor Company, no meeting is required. The First motion petition is disposed of accordingly, and the petitioner is granted liberty to move the Second motion petition.