2012 (9) TMI 1253 - HC - Companies Law

Summary

Issues:
1. Scheme of Amalgamation under Sections 391-394 of the Companies Act, 1956.
2. Approval of the proposed Scheme by the Board of Directors.
3. Consent of Equity Shareholders, Secured Creditors, and Unsecured Creditors.
4. Dispensation of meetings for Equity Shareholders and Creditors.
5. Variation of rights of Secured and Unsecured Creditors.
6. Jurisdiction of the Courts for Transferor Companies No. 3 and 4.

Analysis:
1. The judgment pertains to a first motion joint application for a Scheme of Amalgamation among multiple companies under Sections 391-394 of the Companies Act, 1956. The application involves Vodafone Digilink Limit, Vodafone South Limited, Vodafone East Limited, Vodafone Cellular Limited, and Vodafone Mobile Services Limited, along with their respective shareholders. The registered offices of the companies are within the jurisdiction of the Delhi High Court.

2. Details regarding the incorporation dates and capital structure of the Applicant Companies have been provided in the application. Additionally, the Memorandum, Articles of Association, and the latest audited Annual Accounts for the relevant companies have been enclosed.

3. The Scheme has been approved by the Board of Directors of both the Applicant and Non-Applicant Companies. The status of Equity Shareholders, Secured, and Unsecured Creditors, along with their consents for the proposed Scheme, has been clearly outlined in the application.

4. The judgment discusses the dispensation of meetings for Equity Shareholders and Creditors based on the written consents received. The need for convening meetings for various categories of shareholders and creditors has been waived due to unanimous consents obtained.

5. Regarding the variation of rights of Secured and Unsecured Creditors, it is highlighted that the Scheme does not alter the rights of these creditors. The Applicant/Transferee Company is set to assume the liabilities of the Transferor Companies and undertake their discharge as per the Scheme's provisions.

6. Lastly, the judgment mentions the jurisdiction of the High Courts at Calcutta and Madras for Transferor Companies No. 3 and 4, respectively. The first motion applications filed by these companies were allowed by the respective courts, dispensing with the need for convening meetings of Equity Shareholders and Creditors.

This comprehensive analysis covers the key issues addressed in the judgment, providing a detailed overview of the legal proceedings and decisions made by the Delhi High Court in this matter.