TaxTMI 
TaxTMI 
2007 (9) TMI 412
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....the scheme of amalgamation and have also produced a copy of the proposed scheme. According to the applicant the amalgamation will unlock operational efficiencies and derive synergies in the combined businesses. The amalgamation will provide better strategic insight into the operations of the combined company and will facilitate focus on the growth. The amalgamation is poised for meeting future growth and expansion opportunities with enhanced scale, profitability and global reach. 4. The applicants have contended that no proceedings under sections 235 to 251 of the Companies Act, 1956, are pending against the transferor and the transferee-companies. 5. The transferor-company, Dabur Foods Ltd., was incorporated on 3-12-1996, under the p....
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....reditors. The transferor-company has sought dispensation from holding the meeting of unsecured creditors on the ground that the proposed scheme of amalgamation will not affect the rights of the unsecured creditors and no sacrifice or waiver is at all called for from them. Moreover, the unsecured creditors represent ordinary working capital financing and would be paid off in the ordinary course of business. Be that as it may, considering the facts and circumstances, it would be appropriate to hold the meeting of the unsecured creditors of the transferor-company. Consequently, the meeting of the unsecured creditors of the transferor-company shall be held on 3-11-2007, at 11.00 a.m at Punjabi Bhawan, 10, Rouse Avenue, New Delhi-110 002. I appo....
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....fice of the transferor-company, and it shall also be published in the newspapers namely The Statesman (English edition) and Jansatta (Hindi edition) in terms of the Companies (Court) Rules, 1959 at least twenty one days before the appointed day of the meeting. 9. The voting by proxy shall be permitted, if a proxy in the prescribed form duly signed by the person entitled to attend and vote at the meeting is filed with the registered office of the transferor-company at least forty eight hours before the meeting. The chairperson and alternate chairperson shall also ensure that the proxy registers are properly maintained and they will inspect the same from time to time. 10. The fee of the chairperson for the meeting of unsecured creditors....
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....e ground that since the amalgamation is between the parent and its wholly owned subsidiary, there would be no change in the share capital structure of the transferee-company and also no new shares shall be issued, the shareholders of the transferee-company would not be affected by the scheme. The applicant has placed reliance in the case of Sharat Hardware Industries (P.) Ltd., In re [1978] 48 Comp. Cas. 23 (Delhi), it was held as under : "...I also noticed that the transferor-company (the petitioner) was a wholly owned subsidiary company of the transferee-company and, therefore, it was not necessary for the transferee-company to approve the scheme. The reason I reached this conclusion was that section 391 of the Act deals with two speci....
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....the judgment relied upon by the applicants and the fact that the shareholding pattern prior to amalgamation and post amalgamation would remain the same and that the shareholders of the transferee-company would not be adversely affected by the scheme as no new shares are to be issued post amalgamation, therefore, the requirement to convene and hold the meeting of the equity shareholders of the transferee-company for consideration and approval of the scheme of amalgamation is dispensed with. 15. The transferee-company has ten secured creditors. The transferee-company has also sought dispensation from convening and holding the meetings of its secured creditors contending that the transferor-company is the wholly owned subsidiary of the tran....