2012 (7) TMI 1048 - HC - Companies Law

Scheme of Amalgamation - requirement of convening and holding the meetings of the secured and unsecured Creditors of the transferee company, to consider and if though fit, approve, with or without modification, the proposed scheme of amalgamation is dispensed with.

Summary

Issues:
1. Scheme of Amalgamation under sections 391 & 394 of the Companies Act, 1956.
2. Dispensation of meetings of Equity Shareholders and Creditors.
3. Approval of proposed Scheme by Board of Directors.
4. Approval of Shareholders and Creditors for the Scheme.
5. Net worth and interest of Creditors post-amalgamation.
6. Separate meeting of Equity Shareholders of Transferee Company.

Analysis:

1. The judgment pertains to a joint Application under sections 391 & 394 of the Companies Act, 1956, regarding the Scheme of Amalgamation of two companies. The Application includes details of the Scheme, registered offices, capital structure, and financial accounts of the companies involved.

2. The Application seeks dispensation of the requirement of convening meetings of Equity Shareholders and Creditors of the Transferor and Transferee Companies. Written consents from Equity Shareholders and Unsecured Creditors of the Transferor Company have been obtained, leading to the dispensation of their meetings.

3. The proposed Scheme has been approved by the Board of Directors of both the Applicant Companies, as evidenced by the filed Board Resolutions. The status and consents of Shareholders and Creditors of both companies are detailed in the Application.

4. The judgment discusses the status of Creditors of the Transferee Company post-amalgamation, highlighting the net worth increase and ensuring that the interest of Creditors will not be adversely affected. Legal precedents and a Net Worth Certificate support the decision to dispense with the meetings of the Transferee Company's Creditors.

5. A separate meeting of Equity Shareholders of the Transferee Company is proposed to be held under the Court's supervision. The judgment appoints individuals to oversee the meeting and outlines the publication and notice requirements for the meeting.

6. Provisions for quorum, proxy voting, and reporting requirements are detailed for the proposed meetings. The judgment concludes by allowing the application in the specified terms and orders for the same to be issued.

This detailed analysis covers the key issues addressed in the judgment, providing a comprehensive understanding of the legal proceedings and decisions made by the Court.