2014 (4) TMI 1200 - HC - Companies Law

Scheme of Amalgamation - Held that - The proposed Scheme of Amalgamation has been approved by the Board of Directors of the Applicant Companies. Copies of the board resolutions have been filed along with the application. In view of the written consents/ NOC obtained and averments made in the application, the requirement of convening meetings of Equity Shareholders, Secured and Un-Secured Creditors of the Transferor and Transferee Companies are dispensed with.

Summary

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

Analysis:
1. The judgment pertains to a joint application under sections 391-394 of the Companies Act, 1956, for the Scheme of Amalgamation involving multiple Transferor Companies and a Transferee Company. The application includes details about the Transferor Companies, their registered offices in Delhi, and their capital structure.

2. The application provides information on the incorporation dates, authorized capital, issued capital, subscribed capital, and paid-up capital of the Applicant Companies. It also includes copies of the Memorandum and Articles of Association, as well as the latest audited accounts of the Applicant Companies.

3. The Counsel for the Applicant Companies confirmed that there are no pending proceedings under Sections 235 to 251 of the Companies Act, 1956 against any of the Applicant Companies at the time of the application. The Scheme of Amalgamation has been approved by the Board of Directors of the Applicant Companies, and copies of the board resolutions have been submitted.

4. The application includes a detailed chart showing the status of Equity Shareholders, Secured Creditors, and Unsecured Creditors of each Transferor Company, along with the consents obtained from them for the proposed Scheme of amalgamation. The application also requests dispensation of the requirement of convening meetings of these stakeholders.

5. The judgment notes that written consents and No Objection Certificates (NOC) have been obtained from the stakeholders, and based on the consents and averments in the application, the requirement of convening meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors of the Transferor and Transferee Companies has been dispensed with.

6. Ultimately, the application is allowed in the terms mentioned, and an order is issued accordingly. The judgment concludes by stating "Order dasti," indicating the order is to be issued immediately.