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2012 (10) TMI 503 - HC - Companies LawScheme of Amalgamation - meeting of Secured Creditors of the Transferee Company not held - Held that - In view of the written consents/NOC given by all the Equity Shareholders of the Transferor Company-4, the requirement of convening meeting of Equity Shareholders of the Transferor Company-4 is dispensed with. There are no Secured and Unsecured Creditors in the Transferor Company-4 therefore, the requirement of convening meeting of Secured and Unsecured Creditors of the Transferor Company-4 does not arise - scheme of amalgamation allowed.
Issues:
Application under Sections 391 to 394 of the Companies Act, 1956 for Scheme of Amalgamation. Analysis: The judgment pertains to a first motion joint Application under Sections 391 to 394 of the Companies Act, 1956, regarding a Scheme of Amalgamation between multiple companies. The Transferor Companies involved are Hind Comtel Limited, Shri Amba Leasing Limited, Havell's Financial Services Limited, and QRG Healthcare Private Limited, while the Transferee Company is Ajanta Mercantile Limited. The Application includes details such as the date of incorporation, Authorized, Issued, Subscribed, and Paid-up Capital of the companies, along with the Memorandum, Articles of Association, and the latest audited Annual Accounts. The Scheme has been approved by the Board of Directors of all Applicant Companies. The status of Shareholders, Secured and Unsecured Creditors, and their Consents for the proposed Scheme is provided in a detailed chart. The Application seeks dispensation of the requirement of convening meetings of Equity Shareholders and Unsecured Creditors of the Transferor Companies, as well as the Transferee Company. The judgment details the consents obtained from the various stakeholders of each company, leading to the dispensation of the said meetings. For instance, due to written consents from all Equity Shareholders and Unsecured Creditors of Transferor Company-1, the need for convening meetings of these stakeholders is dispensed with. A similar approach is followed for Transferor Companies 2, 3, and 4, as well as the Transferee Company, based on the consents received. The judgment concludes by allowing the application in the terms mentioned, indicating that the requirements for convening meetings of Equity Shareholders and Creditors have been dispensed with for all companies involved. The order is to be issued dasti, signifying an urgent or immediate action to be taken.
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