2016 (4) TMI 1442 - HC - Companies Law

Scheme of Amalgamation proposed - prayer for dispensation of the meetings of the Equity Shareholders and Creditors of the Applicant Company - HELD THAT - The attention of the Court is drawn to paragraph11 of the Affidavit in support of the Judges Summons. It has been contended that the rights and interests of the Creditors of the Transferee Company shall not be prejudicially affected as a result of the Scheme. A certificate of the Chartered Accountant confirms the Net Worth of the Transferee Company to be substantially positive viz. Rs.2.59 Crores in the PreScheme and Rs.13.71 Crores in the PostScheme scenario. The said certificate is also placed on record as Exhibit F . In view of the same, dispensation is sought from convening the meetings of the Creditors of the Applicant Company. Considering the facts and circumstances and the submissions advanced, the same is, hereby, granted - Application disposed off.

Summary

Issues:
1. Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956.
2. Dispensation of meetings of Equity Shareholders and Creditors of the Applicant Company.

Analysis:
1. The judgment pertains to a Scheme of Amalgamation of two companies with another company under Sections 391 to 394 of the Companies Act, 1956. The Applicant Transferee company filed an application seeking dispensation of meetings of Equity Shareholders and Creditors. The Equity Shareholders of the company had approved the Scheme through written consent letters, which were annexed with the application. A certificate confirming the status of the Shareholders and the receipt of consent letters was also provided. The Court, after considering the submissions, granted dispensation from convening the meeting of Equity Shareholders of the Applicant Company.

2. The Court was apprised of the contentions regarding the rights and interests of the Creditors of the Transferee Company not being prejudicially affected by the Scheme. A certificate from a Chartered Accountant confirmed the Net Worth of the Transferee Company to be positive both before and after the Scheme. The certificate was placed on record as Exhibit ‘F’. Based on these submissions and circumstances, the Court granted dispensation from convening the meetings of the Creditors of the Applicant Company. The application was disposed of after considering all relevant factors and submissions presented before the Court.