2014 (7) TMI 1355 - HC - Companies Law

Scheme of amalgamation - Application seeking that the convening of the meetings of the shareholders, secured and unsecured creditors be dispensed with - HELD THAT - The applicant company has two equity shareholders who have on perusing the scheme consented to the same as indicated from the documents at Annexure-L series. The certificate dated 04.07.2014 (Annexure-M) issued by the Chartered Accountant indicates that the applicant company has no secured creditors. In that view consideration of the scheme would not arise. The certificate dated 04.07.2014 (Annexure-N) would indicate that the applicant company has 3 unsecured creditors and all the 3 unsecured creditors have issued their consent letters to the scheme. When the Board of Directors have approved the scheme and subsequently, since the shareholders and unsecured creditors have perused the scheme and consented to the same and also when it is demonstrated that there is no secured creditor, the convening of the meetings would not arise. The meetings of the shareholders, secured and unsecured creditors is dispensed.

Summary

The Karnataka High Court dispensed with the convening of meetings for shareholders, secured and unsecured creditors for an amalgamation scheme of a company. The company had approval from its Board of Directors and consent from shareholders and unsecured creditors, with no secured creditors involved. The petition needed to be filed within two weeks.