2012 (12) TMI 858 - HC - Companies Law

Scheme of Amalgamation - Held that - The proposed Scheme has been approved by the Board of Directors of all the Applicant Companies with no proceedings under Section 235 to 251 of Companies Act, 1956 pending against any of the Applicant Companies as on the date of the present Application. In view of the written consents/NOC given, the requirement of convening meetings of Shareholders and secured and unsecured creditors of the Transferor Companies and the Transferee Company are dispensed with - shareholders of the transferor companies and transferee company have also given their consents - scheme of arrangement allowed.

Summary

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

Analysis:
The judgment pertains to a first motion joint Application under Sections 391 and 394 of the Companies Act, 1956, concerning the Scheme of Amalgamation of Transferor/Applicant Companies with the Transferee Company. The registered offices of both the Transferor and Transferee Companies are located within the jurisdiction of the Delhi High Court. The Application includes details such as the date of incorporation, authorized capital, and annual accounts of the Applicant Companies. It is noted that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against any of the Applicant Companies. The proposed Scheme has been approved by the Board of Directors of all the Applicant Companies, and relevant documents, including Board Resolutions, have been submitted with the Application.

The Application includes a prayer for dispensation of the requirement of convening meetings of Shareholders and Creditors of the Transferor Companies and the Transferee Company. The judgment highlights that, based on the written consents/NOC received, the necessity of convening meetings of Shareholders and Creditors of both the Transferor and Transferee Companies has been waived. The secured and unsecured creditors, as well as the shareholders, have provided their consents to the proposed Scheme, leading to the dispensation of the requirement for convening their meetings. Consequently, the Application has been allowed in the specified terms.

Overall, the judgment reflects a comprehensive analysis of the legal requirements under Sections 391 and 394 of the Companies Act, 1956, in the context of a Scheme of Amalgamation involving multiple companies. It emphasizes the importance of obtaining consents from shareholders and creditors, as well as the approval of the Board of Directors, while also highlighting the jurisdictional aspects and procedural steps followed in such cases.