2013 (4) TMI 881 - HC - Companies Law

Amalgamation Scheme Approved for Two Companies: Shareholder & Creditor Consents Secured

The court approved the joint application under sections 391 and 394 of the Companies Act, 1956 for the Scheme of Amalgamation of two companies based in ... - Issues involved: Application u/s 391 and 394 of the Companies Act, 1956 for Scheme of Amalgamation of two companies.Details of the Judgment:Issue 1: Compliance with Company LawThe joint application was filed u/s 391 and 394 of the Companies Act, 1956 for the Scheme of Amalgamation of two companies. The registered offices of the Applicant companies are in Delhi. Details of their incorporation dates and capital were provided. No pending proceedings u/s 235 to 251 of the Act against the Applicant companies. Board resolutions approving the Scheme were enclosed.Issue 2: Shareholders and Creditors ConsentsConsents of equity shareholders and secured creditors were obtained and meetings were dispensed with. The Transferor company had 30 unsecured creditors, and the Transferee company had 843 unsecured creditors. A prayer was made to dispense with the requirement of convening meetings of unsecured creditors, which was granted based on the companies being part of the Sony Group and having positive net worth.Issue 3: Unsecured Creditors' ApprovalAlthough consents of unsecured creditors were not obtained, the Court dispensed with the requirement of convening their meetings due to the positive net worth of the companies, assurance of regular payment cycles, and the majority of unsecured creditors being related to the Sony Group companies.The Court was satisfied with the application and decisions cited, allowing it in the terms presented. The requirement of separate meetings of unsecured trade creditors was dispensed with. The order was given dasti.Separate Judgment: No separate judgment was delivered by the judges in this case.