2012 (12) TMI 1139 - HC - Companies Law

Summary

Issues involved: Application u/s 391 & 394 of the Companies Act, 1956 for Scheme of Amalgamation between two companies.

Details of the Judgment:

1. The Application was filed for the Scheme of Amalgamation between Transferor Company and Transferee Company, providing details of incorporation, capital, and accounts of both companies.

2. Transferor Company is a wholly owned subsidiary of Transferee Company, both under the same management, seeking to expand the asset base of the Transferee Company.

3. No proceedings u/s 235 to 251 of the Act were pending against either company at the time of the Application.

4. The proposed Scheme was approved by the Board of Directors of both companies, with resolutions filed along with the applications.

5. Details of shareholders, secured and unsecured creditors of Transferor Company were certified by Chartered Accountants, with consents from shareholders and creditors provided.

6. Prayers were made for dispensation of convening meetings of shareholders, secured creditors, and unsecured creditors due to specific circumstances:
- Entire capital of Transferor Company held by Transferee Company.
- Transferor Company having no secured creditor.
- No-objections from unsecured creditors for dispensation of their meeting.

7. Considering the above circumstances, the Court granted dispensation of the requirement to convene meetings of shareholders and unsecured creditors of the Transferor Company, as it would be a futile exercise involving substantial expenses.

8. The applications were allowed in the terms mentioned, with an order for Dasti.

This judgment dealt with the application filed under Sections 391 & 394 of the Companies Act, 1956 for the Scheme of Amalgamation between two companies, detailing their structure, approvals, and the request for dispensation of shareholder and creditor meetings based on specific circumstances and consents provided.