2015 (8) TMI 574 - HC - Companies Law

Scheme of Amalgamation Dispensing convening of meetings of equity shareholders, secured and unsecured creditors to consider and approve, proposed Scheme of Amalgamation under Section 391(1) of Companies Act, 1956 Held that - board of directors of transferor and transferee companies in their separate meetings unanimously approved proposed Scheme of Amalgamation Equity shareholders and unsecured creditor of transferor and transferee companies have given their consents/no objections in writing to proposed Scheme of Amalgamation and were found in order Application stands allowed Decided in favour of applicants

Summary

Issues:
Application under Section 391(1) of the Companies Act, 1956 seeking directions to dispense with the requirement of convening meetings of equity shareholders, secured and unsecured creditors for the proposed Scheme of Amalgamation.

Analysis:
1. Background and Incorporation Details:
- The application involves three transferor companies and one transferee company, all situated in New Delhi.
- Detailed incorporation information is provided for each company, including changes in names and registered offices.

2. Share Capital Structure:
- The authorized and paid-up share capital details of all companies are outlined, specifying the equity shares' division and value.

3. Submission of Documents:
- Memorandum, Articles of Association, audited balance sheets, and auditors' reports of the companies as of March 31, 2015, have been submitted with the application.

4. Purpose of Amalgamation:
- The application states that the proposed amalgamation aims to achieve business synergy, consolidation, resource pooling, and operational efficiencies for the companies involved.

5. Share Exchange Ratio:
- The share exchange ratio for the amalgamation is provided, indicating the number of equity shares of the transferee company to be allotted for every specific number of shares held in the transferor companies.

6. Compliance and Resolutions:
- Confirmation is given that no proceedings under relevant sections of the Companies Act, 1956 are pending against the applicant companies.
- Board resolutions approving the amalgamation from both transferor and transferee companies have been passed and documented.

7. Consents and Objections:
- Details are provided regarding the consents or no objections received from equity shareholders and unsecured creditors of all companies involved, along with the dispensation of the requirement to convene meetings based on these consents.

8. Final Decision:
- The application is allowed based on the consents received, and the requirement to convene meetings of shareholders and creditors for approval of the Scheme of Amalgamation is dispensed with.

This judgment showcases a comprehensive analysis of the application under Section 391(1) of the Companies Act, 1956, detailing the companies involved, their share structures, the purpose of amalgamation, compliance with legal requirements, consents received, and the final decision to allow the application based on the provided information and consents.