2015 (11) TMI 1772 - HC - Companies Law

Scheme of amalgamation - directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, secured and unsecured creditors to consider and approve, with or without modification - HELD THAT - The Board of Directors of the transferor and transferee companies in their separate meetings held on 14th February, 2015 have unanimously approved the proposed Scheme of Amalgamation. Copies of the Resolutions passed at the meetings of the Board of Directors of the transferor and transferee companies have been placed on record.

Issues Involved:
1. Jurisdiction of the Court.
2. Incorporation details of the transferor and transferee companies.
3. Authorized and paid-up share capital of the companies.
4. Filing of Memorandum and Articles of Association, and audited balance sheets.
5. Salient features and benefits of the proposed Scheme of Amalgamation.
6. Share exchange ratio under the Scheme.
7. Pending proceedings under Sections 235 to 251 of the Companies Act, 1956.
8. Approval of the Scheme by the Board of Directors.
9. Consents/no objections from equity shareholders and unsecured creditors.
10. Requirement of convening meetings for approval of the Scheme.

Detailed Analysis:

1. Jurisdiction of the Court:
The judgment establishes that the registered offices of the transferor and transferee companies are situated in New Delhi, thus falling within the jurisdiction of the Delhi High Court.

2. Incorporation Details of the Transferor and Transferee Companies:
The judgment provides specific incorporation dates for each of the transferor companies and the transferee company, all of which were incorporated under the Companies Act, 1956, with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

3. Authorized and Paid-up Share Capital of the Companies:
The judgment details the present authorized share capital and the issued, subscribed, and paid-up capital for each of the transferor companies and the transferee company, providing exact figures for each.

4. Filing of Memorandum and Articles of Association, and Audited Balance Sheets:
Copies of the Memorandum and Articles of Association, along with the audited balance sheets as of 31st March 2014, and the auditors' reports for the transferor and transferee companies, have been filed on record.

5. Salient Features and Benefits of the Proposed Scheme of Amalgamation:
The judgment highlights that the proposed Scheme aims to form a larger company, which would benefit from greater facilities for raising capital, securing and conducting trade and business on favorable terms, and rationalizing and streamlining management, businesses, and finances for better economic control.

6. Share Exchange Ratio under the Scheme:
The Scheme specifies the share exchange ratio for each transferor company, detailing how many equity shares of the transferee company will be issued for every ten equity shares of each transferor company.

7. Pending Proceedings under Sections 235 to 251 of the Companies Act, 1956:
It is submitted that no proceedings under Sections 235 to 251 of the Companies Act, 1956, are pending against the applicant companies.

8. Approval of the Scheme by the Board of Directors:
The Board of Directors of the transferor and transferee companies unanimously approved the proposed Scheme of Amalgamation in their separate meetings held on 14th February 2015. Copies of the Resolutions passed have been placed on record.

9. Consents/No Objections from Equity Shareholders and Unsecured Creditors:
The judgment records that all equity shareholders and unsecured creditors of each transferor company and the transferee company have provided their consents/no objections in writing to the proposed Scheme. These consents/no objections have been examined and found in order.

10. Requirement of Convening Meetings for Approval of the Scheme:
Given the written consents/no objections from all equity shareholders and unsecured creditors, the requirement of convening meetings for approval of the Scheme of Amalgamation is dispensed with for all transferor companies and the transferee company. There are no secured creditors for any of the companies as of 31st December 2014.

Conclusion:
The application for the proposed Scheme of Amalgamation is allowed, and the requirement of convening meetings of equity shareholders and unsecured creditors is dispensed with. The judgment is concluded with the directive "Dasti," indicating that copies of the judgment be provided to the parties.

← Previous Next →