The court affirmed that scheme meetings are mandatory under the Companies Act 2016, even for a sole member, and cannot be dispensed with as they are essential for the court's jurisdiction to approve amalgamation schemes.

Saheran Suhendran JC:

Introduction

[1] These Grounds concern two (2) applications in encls 1 and 3 ("Encl 1" and "Encl 3" respectively) made with respect to schemes of arrangement for the amalgamation of the Applicants ("the Schemes") pursuant to ss 366 and 370 of Companies Act 2016 (" CA 2016"). All references to sections herein are with reference to sections in 2016.

[2] The contents of this Judgment are set out below.

[3] In essence, the Schemes are to implement an internal restructuring of the Applicants, which will have no impact on their creditors. These Grounds largely deal with the preconditions to and the procedural aspects of an internal restructuring, in particular, the important issue as to whether dispensation with Scheme Meetings may be ordered.

The Schemes

[4] The Applicants are part of a group of companies, which I will refer to as the "PureCircle Group". They are both wholly owned subsidiaries of their common holding company, Pure Circle Limited, being the sole member of both Applicants ("the Sole Member").

[5] The Schemes are straightforward. The Applicants have proposed the Schemes to merge the assets and liabilities of the First Applicant ('Transferor Company') with those of the Second Applicant ('Transferee Company') (see Annexure A to Encl 3, as amended into Encl 14) both to the held by the Transferee Company. The transfer of the assets and liabilities of the First Applicant into the Second Applicant will be upon the terms of a Merger Agreement dated 20 September 2024 ("the Merger Agreement").

[6] The stated objective of the Schemes is to consolidate the Applicants' businesses into a single legal entity, being the Transferee Company. The Applicants want to achieve greater overall business and operational efficiency and to streamline their processes. This is a common objective of an internal restructuring.

[7] The following cause papers were also referred to:

(a) Encl 1 filed pursuant to ss 366(4) and 370 to implement schemes of arrangement to be undertaken between the Applicants;

(b) Applicants' affidavit in support of Encl 1, Encl 2;

(c) Encl 3 (as amended into Encl 14);

(d) Notice of Application dated 29 October 2024 in Encl 3 as amended on 25 November 2024 resulting in Encl 14;

(e) Affidavit affirmed by Yeoh Keat Li on 29 October 2024 in Encl 4;

(f) Applicants' Outline Submissions dated 12 November 2024 in Encl 7;

(g) Applicants' Outline Submissions dated 12 November 2024 in Encl 10;

(h) Sealed Order made under Encl 14 dated 28 November 2024 in Encl 17;

(i) Two (2) affidavits affirmed by Yeoh Keat Li on 6 December 2024 in Encls 18 and 19 to report the outcome of the Scheme Meetings.

Encl 1

[8] Enel 1 dated 16 October 2024 was filed under s 370 to vest the assets and liabilities of the First Applicant (as transferor) into the Second Applicant (as transferee).

[9] The terms of the transfer are as set out in the Merger Agreement and reflected in paras 4 to 14 of Encl 1.

Enel 14

[10] Encl 14 is an amended Notice of Application dated 25 November 2024 (originally Encl 3 dated 29 October 2024).

[11] Para 1 prays for leave under s 366(1)(a) to convene meetings ("Scheme Meetings") of the Applicants' common Sole Member. The Scheme Meetings were to approve the Schemes between each Applicant and the Sole Member of each Applicant.

[12] However, by para 5b, the Applicants also pray that the Scheme Meetings be dispensed with. This must mean that the convening of the Scheme Meetings pursuant to para 1 is only required if I did not grant such dispensation.

[13] Prayer 6 of Encl 14 prays for orders:

(a) to sanction the Schemes of each Applicant pursuant to s 366(4); and

(b) for ancillary relief under s 370(2) to facilitate the implementation of the Schemes (in addition to the ancillary relief also sought under para 6 of Encl 1).

[14] It was urged upon me that Encls 1 and 14 should be granted as, inter alia, the test for sanction of the Schemes will inevitably be met, in that:

(a) the relevant provisions of CA 2016 have or will be co