Companies Act Scheme of Amalgamation Approved by Delhi High Court

The application under Section 391 and 394 of the Companies Act, 1956 for a Scheme of Amalgamation jointly moved by multiple companies is approved by the Delhi High Court. The proposed scheme, endorsed by the Board of Directors and with unanimous consent from shareholders and creditors, eliminates the need for formal meetings. The judgment allows the application as per the terms presented, with Hon'ble Mr. Justice Rajiv Shakdher delivering the decision.

---

---

Issues:
Application under Section 391 and 394 of the Companies Act, 1956 for Scheme of Amalgamation.

Analysis:
The judgment pertains to a first motion application jointly moved by four transferor companies and one transferee company under Section 391 and 394 of the Companies Act, 1956, seeking approval for a Scheme of Amalgamation. The applicants' registered offices are located within the territorial jurisdiction of the Delhi High Court. Details regarding the incorporation dates, authorized, issued, subscribed, and paid-up capital of the applicants have been provided. Additionally, the application includes copies of the Memorandum and Articles of Association, along with the latest audited annual accounts for the year ended 31.03.2015. It is noted that no proceedings under Section 235 to 251 of the Act are pending against any of the applicants. The proposed scheme has been endorsed by the respective Board of Directors of the applicants, as evidenced by the filed BOD resolutions dated 16.11.2015.

Furthermore, the judgment outlines the status of shareholders, secured and unsecured creditors of the applicant companies, and the consent obtained from them for the proposed scheme. The table provided in the judgment details the number of shareholders and creditors for each transferor company and the transferee company, along with the percentage of consent received. The applicants have requested dispensation with the requirement of convening meetings of shareholders and unsecured creditors, as all shareholders and unsecured creditors have already given their consent or No Objection to the proposed scheme. Consequently, due to the unanimous consent received, there is no necessity to convene meetings of shareholders and creditors. Ultimately, the application is allowed in the aforementioned terms, as per the judgment delivered by the Hon'ble Mr. Justice Rajiv Shakdher.

---