2017 (1) TMI 909 - HC - Companies Law

Scheme of Amalgamation - Held that - The requirement of convening the meeting of the equity shareholders of the Transferor Company/Applicant to consider and, if thought fit, approve with or without modification, the proposed scheme is dispensed with. Since there are no secured creditors of the Transferor Company/Applicant; therefore the question of dispensing with the requirement of convening a meeting of secured creditors thereof does not arise. The Transferor Company/Applicant has 01 unsecured creditor. The sole unsecured creditor has given its written consent/NOC to the proposed scheme. The said written consent/NOC has been placed on record. The same has been examined and found in order. In view of the foregoing, the requirement of convening the meeting of the unsecured creditor of the Transferor Company/Applicant to consider and, if thought fit, approve with or without modification, the proposed scheme is dispensed with.Further, a prayer has also been sought in the present application, seeking dispensation of the requirement of publishing the notices for meetings in newspapers.

Summary

Issues: Application under Sections 391 to 394 of the Companies Act, 1956 for Scheme of Amalgamation between Transferor and Transferee Company.

Analysis:
1. Background and Jurisdiction: The application filed under Sections 391 to 394 of the Companies Act, 1956, along with Rules 9 and 69 of the Companies (Court) Rules, 1959, pertains to the proposed Scheme of Amalgamation between the Transferor Company and the Transferee Company. Both companies have their registered offices in New Delhi, falling under the jurisdiction of the Delhi High Court.

2. Company Details: The Transferor Company, incorporated in 2005, is a wholly owned subsidiary of the Transferee Company, which was incorporated in 1980 and subsequently changed its name in 2013. The share capital structures of both companies have been detailed, along with the submission of their Memorandum and Articles of Association and audited balance sheets.

3. Legal Compliance: The application confirms the absence of pending proceedings under various sections of the Companies Act, Monopolies and Restrictive Trade Practices Act, 1969, or Competition Act, 2002, against either company at the time of filing.

4. Rationale for Amalgamation: The proposed scheme aims at pooling resources, achieving operational efficiencies, cost savings, and uniform corporate policies. It outlines benefits such as better decision-making, regulatory compliance, asset utilization, economies of scale, and enhanced cash management for maximizing shareholder value.

5. Approval Process: The Board of Directors of both companies approved the scheme in meetings held in 2016. The application seeks dispensation from convening meetings of equity shareholders and creditors, as written consents from all relevant parties have been obtained and found in order.

6. Dispensation of Meetings and Notices: Due to the unanimous consents received and in the absence of secured creditors, the need for convening meetings of equity shareholders and unsecured creditors is dispensed with. Consequently, the requirement of publishing notices for meetings in newspapers is also waived.

7. Judgment: The High Court allowed the application, directing the dispensation of shareholder and creditor meetings and the publication of notices in newspapers, thereby approving the proposed Scheme of Amalgamation between the Transferor and Transferee Company. The application was disposed of accordingly.