The court disposed of a first motion application for dispensation of meetings of shareholders and creditors in a proposed scheme of amalgamation. It allowed the prayer where consent thresholds were satisfied.
Dispensation of the requirement to convene meetings of shareholders and creditors for the proposed scheme of amalgamation.
This page shows the compact analysis of this judgement. The full analysis — procedural history, issue-by-issue holdings with ratio and obiter, advocates, and paragraph-level evidence for every claim — is being added to the record in batches and will appear here when this judgement has been through it.
$~36
IN THE MATTER OF AV BEVERAGES PRIVATE LIMITED ... Transferor/Applicant No.1
WITH
SOLAR PRINT PROCESS PRIVATE LIMITED
... Transferee /Applicant No.2 Through: Ms Gurkamal Hora Arora, Adv.
CORAM:
HON'BLE MR. JUSTICE RAJIV SHAKDHER
O R D E R
% 15.01.2016
Page 1 of 3
CO.APPL.(M) 8/2016
latest audited annual accounts for the year ended 31.03.2015 of the applicants have been filed.
6.1 It is averred that applicant no.1/ transferor company is a 100% subsidiary of applicant no.2/ transferee company. It is, thus, averred that on amalgamation the shares of applicant no.1/ transferor company will stand cancelled/ extinguished and, therefore, no shares would be issued and/or allotted in the applicant no.2/ transferee company. It is thus further submitted that valuation of shares of the applicants is not necessary.
| Particulars | Transferor Company | Transferee Company |
|---|---|---|
| Number of Shareholders | 2 | 4 |
| Consent Given | All | All |
| Number of Secured Creditors | Nil | 4 |
| Consentgiven | N.A. | 99% |
| Number of Unsecured Creditors | 2 | 81 |
| Consent Given | 1 in number and 99.4% byvalue |
63 in number and 92.43% in value |
Page 2 of 3
CO.APPL.(M) 8/2016
9.1 In so far as the secured creditors are concerned, there are no secured creditors in the transferor company, whereas in so far as transferee company is concerned, I am told, 99% of the secured creditors, in value, have given their consent. Therefore, to my mind, in so far as this class of entities is concerned, the prayer for dispensation of meeting can be allowed. It is ordered accordingly.
9.2 That brings me to the last class of persons and / or entities i.e. unsecured creditors. The table set out in paragraph 7 above, would show that, in so far as transferor company is concerned, 99.4%, of the unsecured creditors, in value, have granted their consent to the proposed scheme, and as regards the transferee company, 92.43% of unsecured creditors, in value, have similarly given their consent. Therefore, to my mind, meeting of this class of persons and / or entities also need not be convened. The requirement of convening a meeting is, thus, dispensed with.
RAJIV SHAKDHER, J
JANUARY 15, 2016 kk
Page 3 of 3
CO.APPL.(M) 8/2016
2 issues framed by the court
Whether meetings of shareholders and creditors need to be convened for the proposed scheme of amalgamation
Whether dispensation is permissible when thresholds of consent are met for shareholders, secured creditors, and unsecured creditors
1 provisions across 1 enactments
Av Beverages Private Limited
Solar Print Process Private Limited
Rajiv Shakdher
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
