2016 (4) TMI 1443 - 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 - It has been submitted that all the Equity Shareholders, Secured Creditors as well as the Unsecured Creditors of the Applicant Company have approved the Scheme in the form of written consent letters. All these consent letters are annexed with the Application respectively as Exhibit D , E and F . The certificates confirming the status of the Shareholders and Creditors as well as the receipt of consent letters from all of them are collectively annexed as Exhibit G . In view of the same, dispensation is sought from convening the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Company. Considering the facts and circumstances and the submissions advanced, the same is, hereby, granted - Application disposed off.

Summary

Issues:
Proposed Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956. Dispensation of meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors.

Analysis:
The judgment pertains to a proposed Scheme of Amalgamation involving Kaizen Stocktrade Private Limited and Kaizen Finstock Private Limited with Kunvarji Fincorp Private Limited under Sections 391 to 394 of the Companies Act, 1956. The application for dispensation of meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors of Kaizen Stocktrade Private Limited, the Transferor company, was filed. The Applicant company submitted that all relevant stakeholders had approved the Scheme through written consent letters, which were annexed with the Application. The certificates confirming the stakeholders' status and receipt of consent letters were also provided. Based on the submissions and circumstances, the Court granted dispensation from convening the meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors of the Applicant Company. Consequently, the application was disposed of by the Court.

This judgment showcases the procedural aspect of seeking dispensation from convening meetings of stakeholders in the context of a Scheme of Amalgamation. It underscores the importance of obtaining written consent from Equity Shareholders, Secured Creditors, and Unsecured Creditors to bypass the requirement of holding physical meetings. The Court's decision to grant dispensation was based on the satisfaction that all stakeholders had consented to the Scheme, as evidenced by the annexed consent letters and certificates. The judgment reflects the adherence to legal provisions under the Companies Act, 1956, and the significance of fulfilling statutory requirements while proposing amalgamation schemes. It highlights the Court's role in ensuring compliance with corporate laws and protecting the interests of all concerned parties involved in such transactions.