2016 (9) TMI 1403 - HC - Companies Law

Scheme of Amalgamation - Held that - Transferor company no.2 has 2 equity shareholders. Both the equity shareholders have given their consents/no objections in writing to the proposed Scheme. Their consents/ no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the equity shareholders of Transferor company no.2 to consider and, if thought fit, approve, with or without modification, the proposed Scheme is dispensed with. Transferor company no.3 has one unsecured creditor who has given its consent/no objection in writing to the proposed Scheme. The consent/ no objection has been placed on record. It has been examined and found in order. In view thereof, the requirement of convening the meeting of the unsecured creditors of the Transferor company no.3 to consider and, if thought fit, approve, with or without modification, the proposed Scheme is dispensed with. That the Transferee Company has 27 equity shareholders. All the equity shareholders have given their consents/no objections in writing to the proposed Scheme. Their consents/ no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the equity shareholders of the Transferee Company to consider and, if thought fit, approve, with or without modification, the proposed Scheme is dispensed with. The Transferee Company has 14 secured creditors. All the secured creditors have given their consents/no objections in writing to the proposed Scheme. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the secured creditors of the Transferee Company to consider and, if thought fit, approve, with or without modification, the proposed Scheme is dispensed with. The Transferee Company has 10 unsecured creditors. All the unsecured creditors have given their consents/no objections in writing to the proposed Scheme. Their consents/ no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the unsecured creditors of the Transferee Company to consider and, if thought fit, approve, with or without modification, the proposed Scheme is dispensed with.

Summary

Issues: Application for first motion under Sections 391 to 394 of the Companies Act, 1956 for dispensing with the requirement of convening meetings of shareholders and creditors for the proposed Scheme of Amalgamation.

The judgment pertains to an application filed jointly by several companies seeking directions from the court to dispense with the need for convening meetings of equity shareholders, secured, and unsecured creditors to consider and approve the proposed Scheme of Amalgamation. The companies involved in the scheme include three transferor companies and one transferee company. The transferor companies have been identified as Transferor Companies No.1 to 3, while collectively referred to as "Transferor Companies," and the transferor companies along with the transferee company are collectively termed as "Applicant Companies."

The judgment provides detailed information about the incorporation dates, authorized share capitals, and issued share capitals of each of the transferor companies and the transferee company. It also mentions the change in name of the transferee company and provides specifics about their share structures. The Memorandum of Association, Articles of Association, and audited Balance Sheets of the Applicant Companies have been submitted and are on record.

The application includes the Scheme of Amalgamation, highlighting its benefits such as rationalizing and streamlining management, reducing overheads, eliminating duplication of work, and optimizing productivity. The Board of Directors of the applicant companies have unanimously approved the proposed Scheme in separate meetings held on a specified date, with resolutions passed and documented.

The judgment further details the consents and no objections received from equity shareholders and creditors of the transferor and transferee companies. It mentions the number of equity shareholders and creditors for each company, along with their written consents, leading to the dispensation of the requirement for convening meetings based on the examination and approval of these consents.

Ultimately, the court allows the application in the terms mentioned, disposing of the matter accordingly. The order directs the provision of a copy of the judgment through Dasti.