2012 (12) TMI 834 - HC - Companies Law

Scheme of Amalgamation - Held that - No proceeding under Sections 235 to 251 is pending against the Applicant Company as on the date of the present Application.The proposed Scheme has been approved by the Board of Directors of Applicant Company. Unanimous consent accorded to the Scheme of Arrangement from Shareholders, Secured and Un-secured Creditors of both the companies - the requirement of convening meetings of Shareholders, Secured Creditors and Un-secured Creditors of the Transferor Company is dispensed with - scheme allowed.

Summary

Issues:
1. Application under Sections 391 & 394 of the Companies Act, 1956 for Scheme of Amalgamation.
2. Jurisdiction of the Court over the Applicant and Transferee Companies.
3. Approval of the proposed Scheme by the Board of Directors.
4. Consent of Shareholders, Secured Creditors, and Unsecured Creditors for the Scheme.
5. Dispensation of the requirement to convene meetings of Shareholders, Secured Creditors, and Unsecured Creditors.

Analysis:
1. The judgment pertains to a first motion Application under Sections 391 & 394 of the Companies Act, 1956 regarding a Scheme of Amalgamation. The Applicant Company's registered office is in Delhi, under the jurisdiction of the Delhi High Court. The Transferee Company's registered office is in Bhiwari, Alwar District, Rajasthan, with relevant proceedings conducted as per an order from the High Court of Rajasthan. No pending proceedings under Sections 235 to 251 of the Act against the Applicant Company were noted.

2. The jurisdiction of the Court was established over both the Applicant and Transferee Companies. The approval of the proposed Scheme by the Board of Directors of the Applicant Company was confirmed. The status of Shareholders, Secured Creditors, and Unsecured Creditors, along with their consents for the Scheme, was detailed in a chart provided with the application. The chart outlined the number of stakeholders, consents obtained, and relevant page numbers for reference.

3. Based on the information presented in the chart, it was noted that the requirement to convene meetings of Shareholders, Secured Creditors, and Unsecured Creditors of the Transferor Company was dispensed with. Consequently, the Application was allowed in the stated terms, and an order was issued accordingly. The judgment was delivered by Indermeet Kaur, J., with the order to be issued dasti, indicating immediate action.

This detailed analysis covers the key issues addressed in the judgment, providing a comprehensive overview of the legal proceedings and decisions made by the Court in relation to the Scheme of Amalgamation under the Companies Act, 1956.