Court approves Scheme of Amalgamation under Companies Act, 1956 without convening shareholder and creditor meetings. The court allowed the application under sections 391 to 394 of the Companies Act, 1956 for the Scheme of Amalgamation of two companies. The Scheme was ...
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Court approves Scheme of Amalgamation under Companies Act, 1956 without convening shareholder and creditor meetings.
The court allowed the application under sections 391 to 394 of the Companies Act, 1956 for the Scheme of Amalgamation of two companies. The Scheme was approved by the Board of Directors of both companies, and consents from Shareholders and Creditors were obtained, eliminating the need for convening meetings. With no pending proceedings against the Applicant Company and necessary approvals in place, the court waived the requirement for meetings of Shareholders and Unsecured Creditors, ultimately allowing the Application as per the terms mentioned, with an order for Dasti.
Issues involved: Application u/s 391 to 394 of the Companies Act, 1956 for Scheme of Amalgamation of two companies.
Details of the Judgment:
1. The Application was filed for the Scheme of Amalgamation of Transferor Company with Transferee Company u/s 391 to 394 of the Companies Act, 1956.
2. The Transferor Company's registered office is in Delhi, within the jurisdiction of the Court, while the Transferee Company is located in Chennai.
3. Information regarding the Transferor Company's date of incorporation, capital details, and financial accounts were provided in the Application.
4. The Application included copies of Memorandum, Articles of Association, audited accounts for the year ended March 31, 2011, and unaudited provisional accounts as of January 31, 2012.
5. It was confirmed that no proceedings u/s 235 to 251 of the Act were pending against the Applicant Company.
6. The Scheme was approved by the Board of Directors of both Transferor and Transferee Companies, with resolutions from board meetings provided.
7. The consent status of Shareholders and Creditors was detailed, showing approvals obtained for the proposed Scheme.
8. A request was made to dispense with the requirement of convening meetings of Shareholders of the Transferor Company.
9. Due to the consents obtained, the need for Shareholders' meetings was waived.
10. As the Transferor Company had no Secured Creditors, convening their meeting was unnecessary.
11. Out of 24 Unsecured Creditors, 23 had given consents to the Scheme, meeting the requirements of Section 391(2) of the Act.
12. Consequently, the necessity of convening a meeting of Unsecured Creditors of the Transferor Company was also waived.
13. The Application was allowed in the mentioned terms, with an order for Dasti.
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