2016 (10) TMI 1363 - HC - Companies Law

Seeking sanction of Composite Scheme of Arrangement and Amalgamation - sections 391-394 of the Companies Act, 1956 - HELD THAT - Various directions with regard to dispensing with various meetings issued - application allowed.

Summary

Issues:
Delay in re-filing of Company Application under Rule 9 of the Companies (Court) Rules, 1959.
First motion application under sections 391-394 of the Companies Act, 1956, for a Composite Scheme of Arrangement and Amalgamation between Transferor Companies and a Transferee Company.

Delay in Re-filing:
The judgment addresses an application seeking condonation of delay in re-filing the accompanying Company Application under Rule 9 of the Companies (Court) Rules, 1959. The court, after considering the reasons provided in the application, allows the same and condones the delay, disposing of the application accordingly.

Composite Scheme of Arrangement and Amalgamation:
The judgment pertains to a first motion application under sections 391-394 of the Companies Act, 1956, regarding a Composite Scheme of Arrangement and Amalgamation between two Transferor Companies and a Transferee Company. The Transferor Companies, situated in Delhi, have filed the application for the Scheme involving a company in Bangalore. The rationale for the Scheme includes synergies leading to cost reduction, improved profitability, and efficient management. Details regarding the authorized, issued, subscribed, and paid-up capital of the Transferor Companies are outlined in the Scheme.

Company Details and Approvals:
The judgment provides detailed information about the Transferor Companies, including their incorporation dates, share capital structures, and financial statements. It highlights that the Scheme has been approved by the Board of Directors of the Transferor Companies, with relevant resolutions filed with the application. The status of shareholders and creditors, along with their consents for the Scheme, is presented in a table within the application.

Dispensing with Meetings:
The judgment discusses the request to dispense with convening meetings of shareholders and unsecured creditors of the Transferor Companies, as all equity shareholders have provided written consents. With the necessary consents from unsecured creditors, the requirement for their meetings is also waived. Notably, since the Transferor Companies do not have secured creditors, the need for convening their meetings does not arise.

Decision and Disposal:
Ultimately, the court allows the application in the stated terms, dispensing with the meetings as requested. The judgment is disposed of accordingly, with an order for providing a copy of the judgment dasti.