2015 (1) TMI 1353 - HC - Companies Law

Scheme of amalgamation - dispensation of the convening of meetings of the Equity Shareholders, secured and unsecured creditors of the petitioner companies - Held that - As 100% of equity shareholders and unsecured creditors of the the petitioner companies have given their consent to the Scheme of Amalgamation, hence, the prayer is for dispensation of their meetings. The petitioner companies have confirmed that there are no investigations or proceedings pending against it under Sections 235 to 251 of the Act. In this view of the aforesaid factual matrix, when all the equity share holders and unsecured creditors of the petitioner companies have consented to the Scheme of Amalgamation, convening of their meetings are ordered to be dispensed with. There is no secured creditor of the Petitioner companies, hence, no meeting is required.

Summary

Issues:
Dispensation of meetings of equity shareholders, secured and unsecured creditors for approving Scheme of Amalgamation under Sections 391/394 of the Companies Act, 1956.

Analysis:
The petition sought dispensation of meetings of equity shareholders, secured, and unsecured creditors of the petitioner companies for approving the Scheme of Amalgamation to merge Amalgamating Companies nos. 1 and 2 with the Amalgamated Company. The registered offices of the petitioner companies were located in Gurgaon, Haryana. The main objects of the petitioner companies were detailed, and the Board of Directors had approved the Scheme in meetings held on 17.12.2014.

The share capital structures of the petitioner companies were outlined, including the authorised, issued, subscribed, and paid-up share capital of each company. It was highlighted that there had been no change in the share capital post 28.11.2014 for all three companies involved in the amalgamation.

The petition confirmed that the equity shares of the petitioner companies were not listed on any stock exchange. Detailed information was provided regarding the equity shareholders, secured and unsecured creditors of each petitioner company, along with their consents and supporting affidavits from Chartered Accountants. Notably, 100% of equity shareholders and unsecured creditors had consented to the Scheme of Amalgamation, eliminating the need for convening their meetings.

The petitioners affirmed that there were no investigations or proceedings pending against them under Sections 235 to 251 of the Companies Act, further supporting the case for dispensation of meetings. Considering the unanimous consent of all relevant stakeholders, the court ordered the dispensation of meetings for equity shareholders and unsecured creditors, as no secured creditors were involved. The first motion petition was disposed of, granting liberty to move the second motion petition.

This judgment reflects a comprehensive analysis of the requirements under Sections 391/394 of the Companies Act, 1956, regarding dispensation of meetings for approving a Scheme of Amalgamation. The court's decision was based on the factual matrix presented, emphasizing the unanimous consent of equity shareholders and unsecured creditors as a key factor in dispensing with the meetings.