2014 (3) TMI 1105 - HC - Companies Law

Scheme of Amalgamation - dispensation of meetings - Held that - There are Shareholders in both the Transferor and Transferee Companies and all the Shareholders have given their consents for the proposed amalgamation and the letter of consents have been attached with the application. In view of the same the meetings of the Shareholders of the Transferor and Transferee Companies are dispensed with. As stated that there are two Secured Creditors with three loan accounts in the Transferor Company and three Secured Creditors with six loan accounts in the Transferee Company. All the Secured Creditors have given their respective consents. In view of the same the meetings of the Secured Creditors of the Transferor Company and Transferee Company are dispensed with. There are thirteen Unsecured Creditors in Transferor Company and two Unsecured Creditors in the Transferee Company. Out of thirteen Unsecured Creditors of Transferor Company twelve have given their respective consents which constitute 90% in number and 99.79% in value. All the Unsecured Creditors of the transferee company have given their respective consents. In view of the same the meetings of the Unsecured Creditors of the Transferor Company and Transferee Company are dispensed with.

Summary

Issues:
Application under Sections 391-394 of the Companies Act, 1956 for Scheme of Amalgamation of two companies.

Analysis:
The judgment delivered by Mr. Vibhu Bakhru, J., pertains to a first motion joint application under Sections 391-394 of the Companies Act, 1956 for the Scheme of Amalgamation of two companies. The application involves the amalgamation of KVTEK Power Systems Pvt. Ltd. (Transferor Company) with ETM Technologies Pvt. Ltd. (Transferee Company). The registered office of both Applicant Companies is located in Delhi within the jurisdiction of the Delhi High Court. The application includes details regarding the incorporation dates, authorized, issued, subscribed, and paid-up capital of the Applicant Companies. Additionally, copies of the Memorandum and Articles of Association, along with the latest audited Annual Balance Sheets for the year ended 31st March, 2013, have been provided.

The application confirms that no proceedings under Sections 235 to 251 of the Act are pending against any of the Applicants at the time of filing. Furthermore, the proposed scheme has received approval from the Board of Directors of both Applicant Companies, and copies of the respective Board Resolutions have been submitted with the application. A prayer has been made for dispensation of the requirement to convene meetings of Shareholders, Secured and Unsecured Creditors of both the Transferor and Transferee Companies.

Regarding Shareholders, all have given their consents for the proposed amalgamation, and the letter of consents has been attached to the application. Consequently, the meetings of Shareholders from both companies have been dispensed with. Similarly, all Secured Creditors from both companies have provided their consents, leading to the dispensation of meetings for Secured Creditors. For Unsecured Creditors, the majority of them have given their consents, with 90% in number and 99.79% in value from the Transferor Company and all Unsecured Creditors from the Transferee Company consenting. Consequently, the meetings of Unsecured Creditors from both companies have also been dispensed with.

In conclusion, the application has been allowed in the aforementioned terms, and an order for the same has been issued.