2012 (10) TMI 876 - HC - Companies Law

Scheme of Amalgamation - Held that - In view of the written consent / NOC given, the requirement of convening meetings of Shareholders of the Applicant Company / Transferor Company no. 1 is dispensed with. Separate meeting of Un-Secured Creditors of the Applicant Company / Transferor Company no. 1 is proposed to be held under the supervision of this court on 22.12.2012 ( Saturday ) at 10.30 a.m. at D-26, Medico House, Janakpuri Institutional Area, Janakpuri New Delhi - 110058 - appointment of Chairperson & Alternate Chairperson for the meeting has been done - Transferor Company no. 1 is also directed to publish advance notice of the aforesaid proposed meeting in Business Standards ( English, Delhi Edition ) and Jansatta (Hindi, Delhi Edition ) minimum 21 days in advance before the scheduled date of meeting & Individual notices sent by ordinary post minimum 21 days in advance - if the quorum is not present the meeting would be adjourned for 30 minutes and the persons present in the meeting would be treated as proper quorum with Voting and proxy permitted - Chairman/Alternate Chairman shall file their reports within 2 weeks of the conclusion of the meeting.

Summary

Issues:
1. Application under section 391 & 394 of the Companies Act, 1956 for Scheme of Amalgamation.
2. Jurisdiction of the High Court over Transferor and Transferee Companies.
3. Approval of the proposed Scheme by the Board of Directors.
4. Status of Shareholders and Creditors of the Companies.
5. Dispensation of Shareholders' meeting requirement.
6. Arrangements for Unsecured Creditors' meeting.
7. Appointment of Chairperson and Alternate Chairperson for the meeting.
8. Publication of advance notice and individual notices for the meeting.
9. Fixing the quorum for the Unsecured Creditors' meeting.
10. Provisions for voting, proxy, and filing of reports by the Chairman/Alternate Chairman.

Analysis:
1. The judgment pertains to a first motion application under sections 391 & 394 of the Companies Act, 1956, regarding the Scheme of Amalgamation of two companies. The proposed Scheme has been approved by the Board of Directors of the Applicant Company, and the application includes details of the Shareholders and Creditors of the companies.

2. The jurisdiction of the High Court is established over the Transferor Company no. 1 situated in Delhi and the Transferee Company and Transferor Company no. 2 situated in Haryana. The Counsel for the Applicant confirms that the First Motion Petition has been allowed by the High Court for the States of Punjab & Haryana.

3. The judgment addresses the dispensation of the requirement of convening meetings of the Shareholders of the Applicant Company / Transferor Company no. 1 based on the written consents received. It further directs a separate meeting of Unsecured Creditors to be held under the court's supervision.

4. Specific arrangements are made for the Unsecured Creditors' meeting, including the appointment of a Chairperson and an Alternate Chairperson, along with secretarial assistance. The judgment also mandates the publication of advance notices in newspapers and dispatch of individual notices to the concerned parties.

5. The quorum for the Unsecured Creditors' meeting is fixed, and provisions for voting and proxy are permitted under specified conditions. The Chairman/Alternate Chairman are required to file their reports within two weeks of the meeting's conclusion. Ultimately, the application is allowed in the stated terms, with an order for Dasti.