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2017 (1) TMI 1013 - HC - Companies LawScheme of Amalgamation - requirement of convening meeting - Held that - The requirement of convening meeting of the equity shareholders of the Transferee Company to consider and, if thought fit, approve, with or without modification the proposed scheme is dispensed with. The Transferee Company has 09 unsecured creditors. All the unsecured creditors have given their written consents/NOC s to the proposed scheme and the same have been placed on record. The said written consents/NOC s have been examined and found in order. In view of the foregoing, the requirement of convening meeting of the unsecured creditors of the Transferee Company to consider and, if thought fit, approve, with or without modification the proposed scheme is dispensed with. Since the Transferor Company No.2 does not has any unsecured creditor, therefore the question of convening a meeting thereof does not arise. Further, since the Applicant Companies do not have any secured creditors, therefore the question of convening meetings thereof does not arise. Further, a prayer has been sought in the present application for dispensing with the requirement of issuance and publication of notices of the meetings of equity shareholders, secured and unsecured creditors of the Applicant Companies, in the newspapers. In view of the circumstance that the requirement of convening meetings of equity shareholders, secured and unsecured creditors of the Applicant Companies, is dispensed with; the requirement of issuance and publication of notices of the meetings in newspapers, is also dispensed with.
Issues:
Application under Sections 391 and 394 of the Companies Act, 1956 for Scheme of Amalgamation. Analysis: The application was filed jointly by Transferor Company No.1, Transferor Company No.2, and Transferee Company for a Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. The proposed scheme aimed at pooling financial, commercial, and other resources of the Applicant Companies to achieve economies of scale and reduce overheads. It was stated that the scheme would lead to enhanced capabilities and resources for the Transferee Company, enabling it to meet business growth requirements effectively. The scheme intended to combine the activities of the companies for the benefit of all stakeholders. The share exchange ratio specified that the share capital of the Transferor Companies would be automatically cancelled upon the scheme becoming effective, with no fresh shares issued. The proposed scheme was approved by the Board of Directors of the Applicant Companies through resolutions dated 01.03.2016. The application included details of the Authorized Share Capital, Issued, Subscribed, and Paid-Up Share Capital of each company, along with financial statements, Auditors' Reports, and Board Resolutions. It was confirmed that no proceedings under relevant sections of the Companies Act were pending against the Applicant Companies at the time of filing. The Equity Shareholders, Secured Creditors, and Unsecured Creditors of the companies provided consents to the proposed scheme as per the tabular form presented in the application. The application sought dispensation of the requirement to convene meetings of the shareholders and creditors of the Applicant Companies, which was granted based on the consents received. The application detailed the consents obtained from Equity Shareholders, Secured Creditors, and Unsecured Creditors of each company, leading to the dispensation of the meeting requirements for approval of the scheme. The application also requested dispensation of the issuance and publication of notices of the meetings in newspapers, which was granted due to the dispensation of the meetings themselves. Consequently, the application was allowed in the stated terms and disposed of by the Court.
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