2015 (8) TMI 1413 - HC - Companies Law

Scheme of amalgamation - Held that - All the consent letters are annexed with the application as Exhibit- D and E . There are no Secured Creditors of the applicant-company as on date. The certificates confirming the status of the Shareholders and Creditors as well as the receipt of consent letters from all the Shareholders and Unsecured Creditors are annexed collectively as Exhibit- F . In view of the same, dispensation is sought from convening the meetings of the Equity Shareholders and Unsecured Creditor of the applicant-company and considering the facts and circumstances and the submissions, the same is hereby granted.

Summary

Issues:
Scheme of amalgamation under Sections 391 to 394 of the Companies Act, 1956; Dispensation of meeting of Equity Shareholders and Unsecured Creditors.

Analysis:
The judgment pertains to a scheme of amalgamation proposed under Sections 391 to 394 of the Companies Act, 1956, involving the applicant company and three other Transferor Companies with a Transferee Company. The present application is filed by the applicant-Transferor Company seeking dispensation of the meeting of Equity Shareholders and Unsecured Creditors, as there are no Secured Creditors involved. The applicant-Transferor Company is a wholly owned subsidiary of the Transferee Company, and all Equity Shareholders and the sole Unsecured Creditor have approved the scheme through written consent letters, which are annexed with the application. The absence of Secured Creditors is noted, and certificates confirming the status of Shareholders and Creditors, along with the consent letters, are collectively annexed. Based on the submissions and circumstances, dispensation from convening the meetings of Equity Shareholders and Unsecured Creditor of the applicant-company is granted.

The judgment concludes by disposing of the application, indicating that the dispensation sought has been approved based on the approval received from all relevant parties involved in the scheme of amalgamation. The decision to grant dispensation is made after considering the written consent letters provided by the Equity Shareholders and Unsecured Creditor, as well as the absence of Secured Creditors in the process. The order signifies the acceptance of the scheme of amalgamation and the compliance with the necessary legal requirements under the Companies Act, 1956, thereby facilitating the seamless execution of the proposed amalgamation.