2012 (12) TMI 472 - HC - Companies Law

Amalgamation - Application u/s 391 & 394 of Companies Act - Held that - No proceeding u/s 235 to 251 of the Act is pending against the Applicant Companies as on the date of the present Application - proposed Scheme has been approved by the Board of Directors of Applicant Companies - requirement of convening meetings of Shareholders, Secured Creditors and Un-secured Creditors of the Transferor Companies No.1 to 5 and shareholders of Transferee Company is dispensed with, but no consents have been filed on record on behalf of Secured Creditors and Unsecured Creditors of the Transferee Company - their meetings are directed to be convened and duly held as per co.law - validity of Notices calling meeting, quorum and proxy assured - Chairpersons and Alternate Chairpersons appointed for the meetings will be at liberty to issue suitable directions to the management of the Transferee Company so that the aforesaid meetings are conducted in a just, free and fair manner and to file their reports within two weeks from the date of the aforesaid meetings - as far as the Creditors in respect of all the Transferor companies and Transferee Company are concerned, the Applicant Companies have placed on record the certificates of Chartered Accountants of all the Applicant Companies - Application stands allowed in the aforesaid terms.

Issues:
Application under Sections 391 & 394 of the Companies Act, 1956 for Scheme of Amalgamation.

Analysis:
1. The Application pertains to a Scheme of Amalgamation under Sections 391 & 394 of the Companies Act, 1956. The Scheme has been filed along with the Application.

2. The registered offices of the Applicant Companies are located within the jurisdiction of the Delhi High Court.

3. No proceedings under Sections 235 to 251 of the Act are pending against the Applicant Companies at the time of the Application.

4. The proposed Scheme has received approval from the Board of Directors of the Applicant Companies.

5. The status of Shareholders, Secured and Unsecured Creditors of the Applicant Companies, along with their consents for the Scheme, is detailed in a chart provided with the Application.

6. A request has been made to dispense with the requirement of convening meetings of Shareholders, Secured Creditors, and Unsecured Creditors of certain companies.

7. Meetings of Shareholders and Creditors of Transferor Companies are dispensed with based on the consents provided.

8. However, meetings of Secured and Unsecured Creditors of the Transferee Company are directed to be convened on specific dates at a designated location.

9. Chairpersons and secretarial assistance are appointed for the creditor meetings, with specified fees for their services.

10. Quorum requirements for the creditor meetings are set at 15% in value, with provisions for adjournment and consideration of valid proxies.

11. Notice requirements for the creditor meetings are outlined, including sending notices by post and publishing in newspapers.

12. Chairpersons are empowered to issue directions to ensure the meetings are conducted fairly, with reports to be filed post-meeting.

13. Certificates of Chartered Accountants for all Applicant Companies have been submitted.

14. The Application is allowed in the stated terms with an order for expedited delivery.

This detailed analysis covers the key aspects of the judgment, including procedural requirements, creditor meetings, appointment of officials, quorum rules, notice provisions, and compliance with accounting certifications.

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