2016 (3) TMI 1264 - HC - Companies Law

Gujarat High Court approves dispensing with shareholder meetings for amalgamation scheme

The Gujarat High Court, in a case concerning an application by a Transferor Company for dispensing with meetings of Equity Shareholders and Unsecured ... Scheme of Amalgamation - Held that:- Having heard Mr.Navin K. Pahwa, learned advocate for the applicant and considering the fact that all the Equity Shareholders and the Unsecured Creditors of the applicant Company have given their consent in writing, as required under Section 391(2) of the Act, to the proposed Scheme of Amalgamation for amalgamating the applicant Company with Swapna Srushti Horizon Private Limited, the meetings of the Equity Shareholders and the Unsecured Creditors of the applicant Company are ordered to be dispensed with. Issues:Dispensing with meetings of Equity Shareholders and Unsecured Creditors for approval of Scheme of Amalgamation.Analysis:The judgment delivered by Abhilasha Kumari, J., of the Gujarat High Court pertains to an application filed by Sheth Housing Finance Private Limited, the Transferor Company, seeking dispensation of meetings of Equity Shareholders and Unsecured Creditors for the approval of the Scheme of Amalgamation with Swapna Srushti Horizon Private Limited. The applicant contended that all Equity Shareholders and Unsecured Creditors had provided written consent for the proposed scheme, eliminating the necessity for physical meetings. The applicant, represented by Mr. Navin K. Pahwa, highlighted that the Transferee Company and the Nominee Shareholder had also given their consent in writing. Additionally, a Certificate from M/s. A J Mandera & Co., Chartered Accountants, confirmed that all Shareholders and Unsecured Creditors had consented to the scheme and waived the right to convene meetings. The absence of Secured Creditors was also noted.The Court, after hearing the arguments presented by Mr. Navin K. Pahwa, acknowledged that all necessary consents had been obtained in writing from Equity Shareholders and Unsecured Creditors, as mandated by Section 391(2) of the Act, for the proposed Scheme of Amalgamation. Consequently, the Court ordered the dispensation of meetings of Equity Shareholders and Unsecured Creditors of the applicant Company. The judgment disposed of the application accordingly, recognizing the sufficiency of written consents provided by all relevant parties involved in the amalgamation process.In conclusion, the judgment reflects the Court's adherence to legal requirements and procedures concerning the approval of schemes of amalgamation. By emphasizing the significance of obtaining written consents from Equity Shareholders and Unsecured Creditors, the Court ensured compliance with Section 391(2) of the Act, ultimately facilitating the seamless execution of the proposed Scheme of Amalgamation between the Transferor Company and the Transferee Company.