2015 (7) TMI 1242 - HC - Companies Law

Scheme of amalgamation - Held that - Taking note of aforesaid facts and supporting documents on record duly supplied by the applicant and considering the material on record especially the consent letters of shareholders of transferor/ transferee companies and certificates issued by the Chartered Accountant certifying number of creditors (secured/ unsecured) of the transferor and transferee companies as also the proposed scheme of amalgamation this court considers it appropriate to dispense with the meetings of shareholders and unsecured creditors of the transferor company No.2 (Divine Heritage Hotels Private Limited) for considering scheme of amalgamation with the transferee company (Mahindra Holidays & Resorts India Limited). Instant application stands allowed. Consequently holding of meeting of shareholders and unsecured creditors of applicant transferor company No.2 (Divine Heritage Hotels Private Limited) is dispensed with.

Summary

Issues: Application under Sections 391-394 of the Companies Act, 1956 and Section 52 of the Companies Act, 2013 seeking dispensing with meetings of shareholders and unsecured creditors for approving scheme of amalgamation.

Analysis:
- The application was filed by the applicants companies under relevant sections of the Companies Act seeking dispensing with the meetings of shareholders and unsecured creditors for approving the scheme of amalgamation of two companies.
- The transferor company, a wholly owned subsidiary of the transferee company, had its board of directors approve the scheme of amalgamation, along with the transferee company's board.
- The applicant submitted that all shareholders and most unsecured creditors had given their unconditional consent to the scheme of amalgamation, supported by consent letters and certificates from a Chartered Accountant.
- Considering the facts, supporting documents, consent letters, and certificates provided by the applicant, the court found no justification in calling meetings of shareholders and creditors, and thus decided to dispense with them.
- The court allowed the application, dispensing with the meetings of shareholders and unsecured creditors of the transferor company for considering the scheme of amalgamation with the transferee company.
- The judgment granted liberty to the applicant company to move for a second motion petition as permissible under the law, concluding the matter regarding dispensing with the meetings of shareholders and unsecured creditors.

This detailed analysis covers the key aspects of the judgment, including the application under relevant sections of the Companies Act, the approval process, consent of shareholders and creditors, and the court's decision to dispense with the meetings based on the provided documents and circumstances.