2012 (10) TMI 628 - HC - Companies Law

Scheme of Amalgamation - Held that - In view of the consent letters / NoC s placed on record by the Applicant Companies, the meeting of the Equity Shareholders of the Applicant Companies are dispensed with. The meeting of the Secured Creditors of the Applicant Transferor Company 1 is dispensed with. No meeting of the Secured Creditors of the Applicant Transferor Company 2 is required to be convened considering the copy of the Certificate issued by the Chartered Accountant showing that the Applicant Transferor Company 2 does not have any Secured Creditors. A Copy of the Certificate issued by the Chartered Accountant showing that the Applicant Transferee Company has paid off the said 2 (two) Secured Creditors has been placed on record. In these circumstances, no meeting of the Secured Creditors of the Applicant Transferee Company is required to be convened. Applicant Transferee Company has 210 Unsecured Creditors out of which 193 have been paid off as on date. Out of remaining 17 unpaid unsecured creditors, 11 unsecured creditors have given their consents to the scheme - application for scheme of Amalgamation allowed.

Summary

Issues:
Application under sections 391 to 394 of the Companies Act, 1956 for Scheme of Amalgamation between Transferor Companies and Transferee Company.

Analysis:

1. Approval and Details of Applicant Companies:
The application is a first motion application under sections 391 to 394 of the Companies Act, 1956 for a Scheme of Amalgamation between Transferor Companies and the Transferee Company. The Applicant Companies, including Transferor Company 1, Transferor Company 2, and Transferee Company, have their registered office in Delhi. The Board of Directors of the Applicant Companies have approved the proposed scheme, and details regarding their incorporation, authorized capital, and balance sheets have been provided in the application.

2. Consents and Creditors' Status:
The application includes details of the equity shareholders, secured and unsecured creditors of the Applicant Companies. Consent letters from shareholders and creditors have been submitted, indicating approval for the proposed scheme. The status of creditors for each company, including the number of creditors, consents received, and payment status, has been clearly outlined in the application.

3. Dispensation of Meetings:
Prayers have been made for dispensation of meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors of the Applicant Companies based on the consent letters and records provided by the companies. The Court has dispensed with the requirement of convening these meetings considering the consents received and the payment status of the creditors.

4. Specific Creditors' Meetings:
For each of the Transferor Companies and the Transferee Company, the necessity of convening meetings of Secured Creditors and Unsecured Creditors has been addressed individually. The application provides evidence of payment to Secured Creditors and consent letters from Unsecured Creditors, leading to the dispensation of these meetings as per the submissions made by the companies.

5. Final Decision:
After considering the details, consents, and submissions presented in the application, the Court has allowed the application in the terms mentioned, indicating approval for the Scheme of Amalgamation between the Transferor Companies and the Transferee Company. An order has been issued for further action.

This judgment showcases the procedural requirements and considerations involved in seeking approval for a Scheme of Amalgamation under the Companies Act, 1956, emphasizing the importance of consent from shareholders and creditors, as well as the dispensation of meetings based on the provided documentation and compliance with legal provisions.