2015 (8) TMI 1421 - HC - Companies Law

Scheme of arrangement in the nature of amalgamation - dispensation sought from convening the meetings of the equity shareholders of the applicant company - Held that - As submitted that all the applicant transferor company is a wholly owned subsidiary of the transferee company and all the equity shareholders of the applicant company viz. The holding company and its nominees have approved the scheme in the form of written consent letters. All these consent letters are annexed with this application respectively as Exhibit- D . There are no secured or unsecured 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 are annexed collectively as Exhibit- E . In view of the same, dispensation is sought from convening the meetings of the equity shareholders of the applicant company, and considering the facts and circumstances and the submissions, the same is hereby granted.

Summary

Issues involved: Application for dispensation of meetings of equity shareholders of the applicant company under Sections 391 to 394 of the Companies Act, 1956.

Analysis:
1. The judgment pertains to a composite scheme of arrangement involving the amalgamation of the applicant company with two other transferor companies and the de-merger of an undertaking to a transferee company. The proposed scheme falls under Sections 391 to 394 of the Companies Act, 1956.

2. The application for dispensation of meetings of equity shareholders was filed by the applicant transferor company, a wholly owned subsidiary of the transferee company. The applicant company's equity shareholders, including the holding company and its nominees, have approved the scheme through written consent letters, which were annexed with the application as Exhibit-'D'.

3. Notably, there are no secured or unsecured creditors of the applicant company at the time of the application. The certificates confirming the shareholders' and creditors' status, along with the receipt of consent letters from all shareholders, were collectively annexed as Exhibit-'E'.

4. The court, after hearing the arguments presented by Mrs. Swati Soparkar, learned advocate for the applicant company, granted dispensation from convening meetings of the equity shareholders of the applicant company. This decision was based on the approval received from all equity shareholders and the absence of creditors, as evidenced by the submitted documents.

5. Consequently, the court disposed of the application in accordance with the dispensation granted, thereby concluding the matter related to the scheme of arrangement and the dispensation sought regarding the meetings of equity shareholders.