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Judgment
Surya Kant, J.—In this petition u/s 391(1) of the Companies Act, 1956, duly supported by affidavits, the petitioner-Transferor and Transferee companies seek dispensation of the meetings of their Shareholders and Creditors for sanctioning of the Scheme of Amalgamation (Annexure P/4). The petitioner-Transferor and the Transferee Companies are Registered under the Companies Act, 1956.
Main objects of the Transferor and the Transferee Companies are detailed in their respective Memorandum and Articles of Association annexed with the petition at Annexure P-5, P-6 and P-7, respectively.
The Board of Directors of the Transferor and Transferee Companies have approved the Scheme of Amalgamation in their meetings held on 30.08.2012, vide resolutions Annexures P-1, P-2 & P-3, respectively.
It is averred that the Transferor Company No. 1 has only three Equity Shareholders and 10 Preferential Shareholders and their consents by way of affidavits to the Scheme of Amalgamtion are appended with the petition at Annexure-P/18 (colly) and Annexure P-19 (colly), respectively. The said Company has no Secured and un-secured creditors, and a certificate by the Purushothaman Bhutani & Co. Chartered Accountants to this effect has been appended with the petition (Annexure P-22).
The Transferor Company No. 2 has only 3 Equity Shareholders and their consents by way of affidavits to the Scheme are placed on record as Annexure-P/20(colly). The said Company has no Secured creditor, however, there are 2 un-secured creditors as is evident from the certificate of the Purushothaman Bhutani & Co. Chartered Accoutants annexed at Annexure P-23, and their consents by way of affidavits are also on record at Annexure P-25 (Colly).
The Transferee company has 4 Equity Shareholders and their consents by way of affidavits are appended with the petition at Annexure P-21 (Colly). It has also no secured creditors and has 2 un-secured creditors as per the certificate given by the said firm of Chartered Accountants who too has consented vide their affidavits Annexure P-26 (Colly).
It is averred in para 15 of the petition that Scheme of Amalgamation would benefit the respective companies and their shareholders on account of the following reasons:
i. Streamline the treasury operations by consolidating the investment companies;
ii. Realigning the shareholding structure;
iii. Reducing number of multiple entities in the Group;
iv. Reduction in administrative cost and regulatory compliance.
In this view of the matter, convening of the meetings of the Shareholders and Un-Secured creditors of the petitioner-Transferor and Transferee Companies and/or publication of the notices for such meetings, are ordered to be dispensed with. Since, there is no Secured Creditor of the Transferor and Transferee Companies, no occasion arises to dispense with convening of their meeting. The first motion petition stands disposed of accordingly. The petitioners shall be at liberty to move the Second Motion Petition.