2013 (1) TMI 31 - HC - Companies Law

Scheme of Amalgamation - Held that - Transferor Company and the Transferee Company have no proceedings under Section 235 to 251 of the Companies Act, 1956 pending against them. Meeting of the Equity Shareholders of the Applicant Company to be held on January 16, 2013 at the registered office of the company at 2-A 1st Floor, Malviya Nagar Corner Market, New Delhi 110 017 at 11.30 A.M. to be headed by appointed Chairperson & Alternate Chairperson. Notices for the meeting of the Equity Shareholders of the Applicant Company shall be published minimum 21 days in advance in the Delhi editions of English & Hindi prescribed newspaper. Alternately, individual notices should also be sent by ordinary post minimum 21 days in advance. If Quorum is not present in the meeting, then the meeting would be adjourned for 30 minutes and thereafter, the persons present in the meeting would be treated as proper Quorum. Voting by proxy is permitted proxy forms submitted not later than 48 hours before the said meeting. The Chairperson and the Alternate Chairperson shall file their reports within fifteen days of the conclusion of the said meeting. No meeting of Secured Creditors of the Applicant Company is required to be convened as they do not have any - consent letters placed on record by the Applicant Company, representing 79% in value and 64% in number of the Unsecured Creditors of the meeting of the Unsecured Creditors of the Applicant Company is dispensed with.

Summary

Issues:
Application under Sections 391 to 394 of the Companies Act, 1956 for a Scheme of Amalgamation involving multiple companies.

Analysis:
The judgment pertains to a first motion application under Sections 391 to 394 of the Companies Act, 1956 filed by a company referred to as the "Transferee Company" for a Scheme of Amalgamation involving three "Transferor Companies." The Scheme proposes the merger of the Transferor Companies into the Applicant Company. The application includes details such as the registered offices of the companies, resolutions passed by their respective Boards of Directors, incorporation dates, authorized capital, and financial accounts for the relevant years.

The judgment highlights the status of equity shareholders and secured and unsecured creditors of the Applicant Company. It specifies the consents obtained for the proposed Scheme from these stakeholders. The judgment directs the convening of a meeting of the Equity Shareholders of the Applicant Company, setting the date, time, and location for the meeting. It appoints individuals to preside over the meeting and outlines the procedures for providing notices to the shareholders.

Additionally, the judgment addresses the quorum requirements for the shareholders' meeting and allows for voting by proxy under specified conditions. It mandates the filing of reports by the appointed Chairperson and Alternate Chairperson after the meeting. The judgment also deals with the absence of Secured Creditors for the Applicant Company and dispenses with the need for a meeting of Unsecured Creditors based on the consent letters and board resolutions provided.

In conclusion, the judgment allows the application in the terms presented, with an order for immediate action. The detailed procedural aspects and compliance requirements outlined in the judgment ensure transparency and adherence to legal formalities in the amalgamation process under the Companies Act, 1956.