2015 (8) TMI 188 - HC - Companies Law

Scheme of Amalgamation - Dispensing convening meetings of equity and preference shareholders, secured and unsecured creditors to consider and approve, proposed Scheme of Amalgamation under Sections 391 and 394 of Companies Act, 1956 read with Rules 6 & 9 of Companies (Court) Rules, 1959 Held that - board of directors of transferor companies no. 1, 2, 3, 4, 5, 6 & 7 and transferee company in their separate meetings respectively unanimously approved proposed Scheme of Amalgamation Equity shareholders, secured creditors and unsecured creditors of transferor company no. 1,3,4,5,6 & 7 have given their consents/no objections in writing to proposed Scheme of Amalgamation and were found in order Direction issued to Transferor company no.2 having 366 unsecured creditors, to hold their meeting to seek their approval to proposed Scheme of Amalgamation Application stands allowed Decided in favour of Applicants.

Summary

Issues Involved:
1. Dispensation of meetings for equity shareholders, secured, and unsecured creditors.
2. Approval of the Scheme of Amalgamation.
3. Jurisdictional considerations.
4. Share capital details of transferor companies.
5. Consent from shareholders and creditors.
6. Convening a meeting for unsecured creditors of transferor company no. 2.

Issue-wise Detailed Analysis:

1. Dispensation of Meetings for Equity Shareholders, Secured, and Unsecured Creditors:
The applicant/transferor companies sought directions to dispense with the requirement of convening meetings of their equity shareholders, secured, and unsecured creditors. The court noted that the equity shareholders and creditors of the transferor companies provided their written consents/no objections to the proposed Scheme of Amalgamation. Consequently, the court dispensed with the requirement of convening these meetings for the transferor companies, except for the unsecured creditors of transferor company no. 2.

2. Approval of the Scheme of Amalgamation:
The Scheme of Amalgamation involves the merger of multiple transferor companies with a transferee company. The court acknowledged the benefits of the amalgamation, such as leveraging consolidated assets, building a stronger business, and achieving operational synergies. The Scheme was unanimously approved by the Board of Directors of the transferor and transferee companies in their respective meetings.

3. Jurisdictional Considerations:
The registered offices of the transferor companies are situated within the jurisdiction of the Delhi High Court. However, the registered office of the transferee company is situated in Telangana, outside the jurisdiction of this court. The court noted that a separate application would be filed by the transferee company in the court of competent jurisdiction for sanction of the Scheme of Amalgamation.

4. Share Capital Details of Transferor Companies:
The judgment detailed the authorized, issued, subscribed, and paid-up share capital of each transferor company. For instance, the transferor company no. 1 has an authorized share capital of Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. Similar details were provided for transferor companies no. 2 to 7, reflecting their respective share capital structures.

5. Consent from Shareholders and Creditors:
The court examined the consents/no objections provided by the equity shareholders and creditors of the transferor companies. These consents were found to be in order, leading to the dispensation of meetings for equity shareholders and unsecured creditors of transferor companies no. 1, 3, 4, 5, 6, and 7. The court also noted that no proceedings under Sections 235 to 251 of the Companies Act, 1956, were pending against the applicant companies.

6. Convening a Meeting for Unsecured Creditors of Transferor Company No. 2:
The court directed the convening of a meeting for the unsecured creditors of transferor company no. 2 on 5th September 2015. The meeting was to be held at the registered office of the company, with specified quorum requirements. Mr. Y. P. Singh and Ms. Nidhi Tewari were appointed as Chairperson and Alternate Chairperson, respectively, to conduct the meeting. The court provided detailed instructions for the notice of the meeting, including publication requirements and proxy considerations. The Chairperson and Alternate Chairperson were tasked with ensuring the meeting's fairness and were to report back within two weeks of the meeting.

Conclusion:
The application was allowed in terms of the directions provided, including the dispensation of meetings for certain shareholders and creditors, and the convening of a meeting for the unsecured creditors of transferor company no. 2.