2012 (10) TMI 168 - HC - Companies Law

Scheme of Amalgamation - prayer seeking directions for convening separate meetings of Un-Secured Creditors of the Transferee Company and Secured Creditors and Un-Secured Creditors of the Transferee Company - Held that - This Court directs that separate meetings of the Un-Secured Creditors of the Transferor Company and Secured Creditors and Un-Secured Creditors of the Transferee Company shall be held on 30th October, 2012 at 13th Floor, Modi Towers, New Delhi 110019 at 11.00 a.m., 2.00 p.m. and 3.30 p.m. respectively. Appointment of Chairperson and the Alternate Chairperson for the meeting and the Transferor and the Transferee Company are directed to publish notice of the aforesaid proposed meetings in Financial Express (English, Delhi edition) and Jan Satta (Hindi, Delhi Edition) minimum twenty-one days in advance before the scheduled date of meetings - Voting by proxy is permitted & if the Quorum is not present in the meetings, the meetings would be adjourned for thirty minutes and the persons present in the meetings would be treated as proper Quorum. Chairpersons/ Alternate Chairpersons shall file their reports within two weeks of the conclusion of the meetings.

Issues:
1. Application filed under Sections 391 to 394 of the Companies Act, 1956 for a Scheme of Amalgamation.
2. Approval of the proposed Scheme by the Board of Directors of both companies.
3. Dispensation of the requirement of convening meetings of Shareholders of the Transferor Company.
4. Directions for convening separate meetings of Un-Secured Creditors of the Transferee Company and Secured Creditors and Un-Secured Creditors of the Transferee Company.
5. Appointment of Chairpersons and Alternate Chairpersons for the creditor meetings.
6. Publication of notices for the proposed meetings in newspapers.
7. Fixing the Quorum for the creditor meetings.
8. Provision for voting by proxy.
9. Filing of reports by Chairpersons/Alternate Chairpersons after the meetings.

Analysis:
1. The application was filed under Sections 391 to 394 of the Companies Act, 1956 for a Scheme of Amalgamation between the Transferor Company and the Transferee Company. The proposed Scheme was approved by the Board of Directors of both companies, and details regarding their capital and financial status were provided in the application.

2. The requirement of convening meetings of Shareholders of the Transferor Company was dispensed with due to the written consents obtained. However, separate meetings of Un-Secured Creditors of the Transferee Company and Secured Creditors and Un-Secured Creditors of the Transferee Company were directed to be held.

3. Chairpersons and Alternate Chairpersons were appointed for the creditor meetings, with specific instructions for their roles and responsibilities. Notices of the proposed meetings were directed to be published in newspapers, and individual notices were to be sent to the concerned parties.

4. The Quorum for the creditor meetings was fixed, and provisions were made for adjournment if the Quorum was not present. Voting by proxy was permitted under specified conditions, and Chairpersons/Alternate Chairpersons were required to file their reports within two weeks of the meetings' conclusion.

5. The judgment allowed the application in the specified terms, with the order for immediate action ("Order Dasti") to be carried out. The detailed procedures and requirements set out in the judgment aimed to ensure compliance with legal and procedural standards in the amalgamation process.

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