2014 (7) TMI 1356 - HC - Companies Law

Court approves amalgamation scheme without shareholder meeting. Consent obtained from all parties involved.

The court approved the scheme of amalgamation without convening a meeting of shareholders and creditors, as all necessary consents were obtained. The ... Scheme of amalgamation - convention of the meeting - HELD THAT:- Where the equity and preference shareholders as also the unsecured creditor have given the consent to the scheme and there is no secured creditor, the issue of convening of the meeting would not arise. Accordingly, the prayer made in the application is granted. The convening of the meeting of the equity and preference shareholders as also the secured and unsecured creditor is dispensed - Application allowed. Issues Involved:Approval of scheme of amalgamation by shareholders and creditors without convening a meeting.Detailed Analysis:The judgment pertains to a scheme of amalgamation involving a transferor company seeking approval from its shareholders and creditors without convening a meeting. The applicant company, originally incorporated in Maharashtra and later shifted to Karnataka, is the transferor company No. 1 in the scheme of amalgamation. The scheme was considered and approved by the Board of Directors in a meeting held on 18.06.2014. As per the certificate issued by the Chartered Accountant, the applicant company has two equity shareholders and one preference shareholder, who have given their consent through communication at Annexure L and M series.Furthermore, the certificate issued by the Chartered Accountant indicates the absence of any secured creditors for the applicant company. Additionally, there is one unsecured creditor, as shown in the certificate at Annexure P, who has also provided consent. Given that the equity and preference shareholders, along with the unsecured creditor, have consented to the scheme and there are no secured creditors involved, the court held that the issue of convening a meeting does not arise in this case.Consequently, the court granted the prayer made in the application, dispensing with the need to convene a meeting of the equity and preference shareholders, as well as the secured and unsecured creditor. The application was disposed of accordingly, with a direction for the petition to be filed within two weeks.