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2017 (1) TMI 908 - HC - Companies LawScheme of Amalgamation - convening of meetings - Held that - The requirement of convening meetings of the equity and preference shareholders of the Transferor Company to consider and if thought fit, approve, with or without modification, the proposed scheme, is dispensed with. The Transferor Company has 02 unsecured creditors. 01 out of the two unsecured creditors has given its written consent/NOC to the proposed scheme. The second creditor is the Transferee Company. The said written consent/NOC has been placed on record and has been examined and found in order. In view thereof, the requirement of convening meeting of the unsecured creditors of the Transferor Company to consider and if thought fit, approve, with or without modification, the proposed scheme, is dispensed with. The Transferor Company does not have any secured creditors. Therefore, the question of convening the meeting of secured creditors of the Transferor Company does not arise.
Issues involved:
Application for exemption under CO. APPL. 4702/2016 and application under Sections 391 & 394 of the Companies Act, 1956 under CO. APPL. (M) 161/2016 for proposed scheme of Amalgamation. Analysis: 1. Application for Exemption (CO. APPL. 4702/2016): The court granted exemption subject to all just exemptions. The application was disposed of accordingly. 2. Application under Sections 391 & 394 of the Companies Act, 1956 (CO. APPL. (M) 161/2016): - The application was filed jointly by Transferor Company and Transferee Company for the proposed scheme of Amalgamation. - The Transferor Company's registered office is in New Delhi, within the court's jurisdiction, while the Transferee Company's office is in Mumbai, outside the jurisdiction. An affidavit was filed stating the Transferee Company's separate application in the Bombay High Court. - The proposed scheme details were provided, including the history of name changes of the Transferor Company and its financial structure. - The Board of Directors of the Transferor Company approved the proposed scheme unanimously. - The share exchange ratio was outlined, specifying the issuance of equity shares by the Transferee Company to the shareholders of the Transferor Company. - Consents from equity shareholders, preference shareholders, and unsecured creditors were obtained and recorded. Meetings of shareholders and creditors were dispensed with based on the consents received. - The application sought dispensation of meetings for equity and preference shareholders, which was granted due to the consents received. - The requirement for convening a meeting of unsecured creditors was also dispensed with as one creditor gave consent. - Since the Transferor Company had no secured creditors, the question of convening a meeting of secured creditors did not arise. - The application was allowed in the stated terms and disposed of accordingly. In conclusion, the court granted exemption in CO. APPL. 4702/2016 and approved the proposed scheme of Amalgamation under CO. APPL. (M) 161/2016, dispensing with the need for meetings of shareholders and creditors based on the consents received from relevant parties.
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