High Court approves Companies Act merger scheme, dispensing with shareholder meetings

The High Court of Delhi approved a scheme of amalgamation and arrangement under sections 391 to 394 of the Companies Act, 1956, filed by a transferor company and a transferee company. The court granted the application as all necessary consents from shareholders and creditors were obtained, dispensing with the requirement for convening meetings. The judgment directed the implementation of the scheme as per the terms outlined, with a Dasti copy to be issued.

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Issues:
Approval of scheme of amalgamation and arrangement under sections 391 to 394 of the Companies Act, 1956.

Analysis:
The judgment pertains to a joint application filed by two companies, referred to as the transferor company and the transferee company, for the approval of a scheme of amalgamation and arrangement under sections 391 to 394 of the Companies Act, 1956. The application was filed before the High Court of Delhi, as both companies had their registered offices within the territorial jurisdiction of the court. The transferor company was incorporated earlier than the transferee company, and details regarding their authorized, issued, subscribed, and paid-up capital were provided in the scheme along with copies of their Memorandum and Articles of Association and the latest audited annual accounts. The scheme had been approved by the respective Boards of Directors of both companies through resolutions dated 15.01.2016.

The applicants declared that there were no pending proceedings against them under Sections 235 to 251 of the Act. The scheme also detailed the position of shareholders and creditors of both companies, along with the consents obtained from them regarding the scheme. The scheme indicated that all equity shareholders of the transferor company and all shareholders and creditors of the transferee company had given their consent or No-Objection to the scheme. Consequently, a prayer was made to dispense with the requirement of convening meetings of the shareholders and creditors, which was granted by the court after examining the letters of consent and finding them in order.

Given that all necessary consents had been obtained, the court allowed the joint application in the terms mentioned in the judgment. The judgment concluded with the direction for the issuance of a Dasti copy.

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