2015 (5) TMI 49 - HC - Companies Law

Delhi High Court approves Scheme of Amalgamation under Companies Act, 1956

In Re:- Bali Projects Private Limited, Decowel Housing Private Limited, Himal Projects & Investments Private Limited And Ramesh Aggarwal & Associates Private Limited

In Re:- Bali Projects Private Limited, Decowel Housing Private Limited, Himal Projects & Investments Private Limited And Ramesh Aggarwal & Associates ... Issues:Application under Sections 391 and 394 of the Companies Act, 1956 seeking directions to dispense with the requirement of convening meetings of equity shareholders, secured and unsecured creditors for the proposed Scheme of Amalgamation.Analysis:The joint application filed under Sections 391 and 394 of the Companies Act, 1956 sought directions to dispense with the need for convening meetings of equity shareholders, secured, and unsecured creditors to consider the proposed Scheme of Amalgamation involving multiple companies. The transferor companies, along with the transferee company, were located in New Delhi, falling under the jurisdiction of the Delhi High Court. Each company's incorporation details and share capital structure were presented, highlighting their financial standing. The Scheme aimed at merging the transferor companies with the transferee company to pool resources, achieve economies of scale, and enhance business capabilities for future growth.The Scheme outlined the share exchange ratio for the amalgamation, specifying the issuance of equity shares by the transferee company to the shareholders of the transferor companies based on a predetermined ratio. The application included the Memorandum and Articles of Association of the involved companies, along with audited balance sheets and auditor reports. It was emphasized that the Scheme would benefit from the common shareholding among the companies, leading to operational efficiencies and increased business strength.The Board of Directors of all companies unanimously approved the proposed Scheme of Amalgamation in separate meetings. Consent from equity shareholders and creditors was obtained in writing, and their no objections were duly recorded. The application detailed the consents obtained from each company's shareholders and creditors, confirming their approval of the proposed Scheme. Notably, no pending proceedings under Sections 235 to 251 of the Companies Act, 1956 were reported against the applicant companies, further strengthening the case for dispensing with the requirement of physical meetings.Ultimately, the Court allowed the application, dispensing with the need for convening meetings of equity shareholders and creditors for all involved companies, given the unanimous approvals and consents obtained, ensuring compliance with the Companies Act, 1956.