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2012 (11) TMI 780 - HC - Companies LawAmalgamation - held that - Scheme of Amalgamation would, have the benefits of increasing efficiency by pooling of resources and their optimum utilization, thereby availing synergies from combined resources and will enable the company concerned to rationalize and streamline their management, businesses and finances and the businesses will be carried on more economically and profitably after the proposed amalgamation - prayer to dispense with the convening of the meetings of Equity Shareholders of Petitioner No.1/Transferor Company-2 and Petitioner No.2/Transferee Company is accepted. Since there is no secured creditor of the Petitioner No.1/Transferor Company-2, no occasion arises to dispense with convening of the meeting.However, separate meetings of the Un-secured Creditors of the petitioner-companies be convened as per schedule.
Issues:
Petition under Section 391 of the Companies Act, 1956 seeking directions for dispensing with meetings of shareholders and creditors to consider/approve a Scheme of Amalgamation. Analysis: 1. Petition Details: The petition under Section 391 of the Companies Act, 1956, sought directions to dispense with convening meetings of the Shareholders of the Transferor and Transferee Companies and the Secured Creditors of the Transferee Company, while holding meetings of Unsecured Creditors to consider the Scheme of Amalgamation. 2. Company Information: The registered offices of the companies were located in Haryana and New Delhi. The Memorandum and Articles of Association of the companies outlined their main objects, and the Boards of Directors had approved the Scheme in meetings held on specific dates. 3. Share Capital: Details of the authorized and paid-up share capital of the Transferor and Transferee Companies were provided, along with the increase in the Transferee Company's capital by issuing preference shares to DLF Limited. 4. Creditors Information: Lists of Shareholders and Creditors of both companies were annexed with the petition, indicating consents to the Scheme of Amalgamation and the number of creditors, both secured and unsecured, for each company. 5. Scheme Benefits: The Scheme aimed to increase efficiency, optimize resource utilization, avail synergies, and streamline management, businesses, and finances for enhanced profitability post-amalgamation. 6. Judgment: The Court, after considering submissions and consents of Equity Shareholders, approved the prayer to dispense with convening meetings of Equity Shareholders of the Transferor and Transferee Companies. Separate meetings of Unsecured Creditors were directed to be held, with appointed Chairmen and Co-Chairmen for each company. 7. Meeting Arrangements: Specific venues, dates, and times for the Unsecured Creditors meetings were set, along with the appointment of Chairmen and Co-Chairmen, and their respective fees. The meetings were to be conducted in accordance with the law, with due notification to all concerned parties. 8. Notice Requirements: Notices of the meetings were to be published in designated newspapers and the Official Gazette of Haryana, with individual notices sent to Unsecured Creditors via Speed Post or Registered Post. Consent letters of Secured Creditors were to be produced at the time of the Unsecured Creditors meeting. 9. Voting Procedures: The Scheme presented at the Unsecured Creditors meeting would be decided by the majority in number representing three-fourths in value of those present and voting, with proxies not exceeding 50% of the present and voting members. 10. Adjournment: The matter was adjourned to a specified date for further proceedings.
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