The court allowed an application under Section 391 of the Companies Act, 1956, dispensing with the convening of shareholder and creditor meetings for a proposed scheme of amalgamation.
Dispensation with the convening of meetings of shareholders and unsecured 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.
HON’BLE SRI JUSTICE S.V. BHATT
COMPANY APPLICATION No.733 OF 2016
ORDER:
This company application is filed by RRS Agriinfra Projects Private Limited (second transferor company) under Section 391 of the Companies Act, 1956 (for short ‘the Act’) read with Rules 9 and 67 of the Companies (Court) Rules, 1959 (for short ‘the Rules’). The applicant prays for dispensing with the convening of meetings of shareholders and unsecured creditors of the applicant company.
The applicant company is incorporated under the Act.
The applicant is engaged in the business as stated in the affidavit filed along with application.
The applicant herein along with MRK Infracon Private Limited (first transferor company) envisaged a scheme of amalgamation with Abhyudaya Sugar and Bio Fuels Private Limited (transferee company). The resolution of Board of Directors of the applicant company dated 14.03.2016 approving the scheme of amalgamation is placed on record and with the assistance of learned counsel appearing for the applicant, I have perused the salient features of the proposed scheme of amalgamation with transferee company. The applicant, therefore, through the
instant application prays for dispensing with the convening of meetings of shareholders and unsecured creditors to consider the proposed scheme of amalgamation accepted by the Board of Directors of the applicant Company. The applicant has enclosed affidavits of shareholders and unsecured creditors accepting the proposed scheme of amalgamation.
From the documents exhibited, it is clear that the consent required for considering the proposed scheme of amalgamation is already obtained from the shareholders and unsecured creditors.
Having regard to the above circumstances and after perusing the material available on record, I am satisfied that the statutory requirement to convene the meetings of the shareholders and unsecured creditors to consider the proposed scheme of amalgamation can be dispensed with, for the applicant has already taken consent from the stakeholders.
The company application is ordered accordingly.
S.V.BHATT, J
Date:08.06.2016 Lrkm
1 issue framed by the court
Whether to dispense with the requirement of convening meetings of shareholders and unsecured creditors for a scheme of amalgamation under Section 391 of the Companies Act, 1956.
2 provisions across 2 enactments
RRS Agriinfra Projects Private Limited
S.V. BHATT
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
