9911796707
TMI Blog2007 (9) TMI 412X X X X Extracts X X X X X X X X Extracts X X X X ..... MS. REKHA SHARMA, J. Nidhesh Gupta for the Applicant. JUDGMENT 1. This is an application under sections 391 and 394 of the Companies Act, 1956, for approving the scheme of amalgamation of Dabur Foods Ltd., transferor-company with Dabur India Ltd., transferee-company. 2. The registered offices of the transferor and transferee-companies are situated at Delhi within the jurisdiction of this court. 3. The applicant-companies have enumerated the salient features of the scheme of amalgamation and have also produced a copy of the proposed scheme. According to the applicant the amalgamation will unlock operational efficiencies and derive synergies in the combined businesses. The amalgamation will provide better strategi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... consideration and approval of the scheme of amalgamation is dispensed with. 7. The transferor-company has two secured creditors. The transferor-company has sought dispensation from holding the meeting of secured creditors on the ground that their consents/no objection in writing had been obtained. Considering the facts and circumstances the holding and convening the meeting of the secured creditors of the transferor-company is dispensed with. 8. The transferor-company has 155 unsecured creditors. The transferor-company has sought dispensation from holding the meeting of unsecured creditors on the ground that the proposed scheme of amalgamation will not affect the rights of the unsecured creditors and no sacrifice or waiver is at all ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... creditors by registered post at their registered or last known addresses at least twenty one days before the appointed date of the meeting. The notice shall be sent in the presence of the chairperson/alternate chairperson or in the presence of their authorised representative. Notice convening the aforesaid meeting shall state that the copies of the proposed scheme of amalgamation and the statement under section 393 of the Companies Act, 1956, can be obtained free of charge from the registered office of the transferor-company, and it shall also be published in the newspapers namely The Statesman (English edition) and Jansatta (Hindi edition) in terms of the Companies (Court) Rules, 1959 at least twenty one days before the appointed day o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the transferee-company as on 31-3-2007. The authorised share capital of the transferee-company is Rs. 1,25,00,00,000 divided into 1,25,00,00,000 equity shares of Re. 1 each. The issued, subscribed and paid-up share capital of the transferee-company is Rs. 86,40,06,788 divided into 86,40,06,788 equity shares of Re. 1 each. 13. The transferee-company has 1,17,685 equity shareholders. The transferee-company has sought dispensation from holding and convening the meeting of its equity shareholders on the ground that since the amalgamation is between the parent and its wholly owned subsidiary, there would be no change in the share capital structure of the transferee-company and also no new shares shall be issued, the shareholders of the tra ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cted, because no new shares are being issued and there is not going to be any change in the capital structure of the transferee-company. These are facts which are ascertainable on an analysis of the scheme. Therefore, the scheme or arrangement considered from the point of view of the transferee-company is not a scheme or arrangement coming within the field of operation of section 391 and does not seem to require the approval of creditors or a subsequent sanction by the court. . . ." (p. 26) 14. In view of the judgment relied upon by the applicants and the fact that the shareholding pattern prior to amalgamation and post amalgamation would remain the same and that the shareholders of the transferee-company would not be adversely affected ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
