2015 (7) TMI 1245 - HC - Companies Law

Scheme of amalgamation - Held that - This court dispensed with the requirement of convening and holding of meeting of the equity shareholders, as well as secured and unsecured creditors of the petitioner company, who had given their consent to the proposed scheme. The requirement of the law to the present stage has been complied with. Thus Petition is admitted.

Summary

Issues:
1. Petition for sanctioning proposed scheme of arrangement for amalgamation of companies.
2. Dispensation with the requirement of convening and holding meetings of equity shareholders and creditors.
3. Admittance of the petition and listing for final hearing.
4. Advertisement of notice of hearing in newspapers.
5. Dispensation with publication in official Gazette.
6. Notice to Central Government and official liquidator.

Analysis:

1. The judgment pertains to a petition filed by a company for the sanctioning of a proposed scheme of arrangement for the amalgamation of the petitioner company with two other companies. The petitioner, Himgiri Solutions Private Limited, sought approval for the amalgamation with Destiny Zone Security Solutions Private Limited and Ranjeet Electric Private Limited.

2. The court noted that the requirement of convening and holding meetings of equity shareholders and creditors was dispensed with based on an oral order dated 14.7.2015. It was highlighted that the consent of the relevant parties had been obtained, fulfilling the legal requirements up to the present stage.

3. The court admitted the petition and scheduled it for final hearing on 24.8.2015. This step indicates that the court found merit in the petition and deemed it necessary to proceed with a detailed examination during the final hearing.

4. In terms of public notification, the court ordered the advertisement of the notice of the hearing in English daily Times of India Ahmedabad edition, Gujarati daily Divya Bhaskar Ahmedabad edition, and a vernacular language daily at least ten days before the final hearing date. The purpose of the advertisement was to inform the concerned parties and the public about the upcoming proceedings.

5. The judgment also included a decision to dispense with the publication of the notice in the official Gazette. This indicates that the court considered the newspaper advertisement sufficient for the purpose of notification.

6. Furthermore, the court directed the issuance of notices to the Central Government in accordance with Section 394(A) of the Companies Act, 1956, through the regional director, Ministry of Corporate Affairs, and to the official liquidator as per the relevant provisions of the Companies Act, 1956. The court allowed for direct service to the official liquidator in addition to the normal mode of service, ensuring proper communication with the concerned authorities.