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Issues Involved:
1. Dispensation of Meetings for Secured Creditors 2. Dispensation of Meetings for Shareholders 3. Dispensation of Meetings for Unsecured Creditors Issue-Wise Detailed Analysis: 1. Dispensation of Meetings for Secured Creditors: The Transferee Company sought to dispense with the meeting of secured creditors for the proposed Scheme of Amalgamation under sections 391(1) and 394 of the Companies Act, 1956. It was submitted that there are only four secured creditors, each of whom had provided Letters of Consent and notarised affidavits indicating no objection to the Scheme, subject to the condition that the charge in their favour is continued post-amalgamation. The court examined Clauses 2.1, 2.2, 2.3, and 2.4 of the proposed Scheme, which ensured the transfer of assets and liabilities without affecting the security interests of the creditors. The court concluded that the conditions set by the secured creditors were satisfied by the Scheme's provisions. Therefore, the requirement for holding the meeting of the secured creditors was dispensed with. 2. Dispensation of Meetings for Shareholders: The Transferee Company requested to dispense with the shareholders' meeting, citing that 89.85% of its shares were held by promoter companies, which had resolved to support the Scheme and filed notarised affidavits indicating no objection. However, the court noted that 10.15% of the shares were held by minority shareholders, who had not provided consent. To safeguard the interests of these minority shareholders, the court deemed it necessary to convene a meeting of the shareholders/members of the Transferee Company for consideration of the proposed Scheme of Amalgamation as per sections 391(1) and (2) read with section 393 of the Companies Act, 1956. 3. Dispensation of Meetings for Unsecured Creditors: The Transferee Company also sought to dispense with the meeting of unsecured creditors, stating that the interest of deposit holders (small individuals and corporate entities) would not be affected by the Scheme. It was noted that individual depositors, who had made deposits amounting to Rs. 246.73 lakhs, and four corporate entities, which had made deposits amounting to Rs. 20.38 lakhs, had not given their consent. The court emphasized the necessity to protect the interests of these unsecured creditors. Consequently, the court ordered the convening of a meeting of the unsecured creditors for consideration of the proposed Scheme of Amalgamation. Conclusion: 1. The meeting of the secured creditors of the Transferee Company for consideration of the proposed Scheme of Amalgamation is dispensed with. 2. The meeting of the shareholders/members of the Transferee Company is necessary and ordered to be held. 3. The meeting of the unsecured creditors of the Transferee Company is necessary and ordered to be held. Order: The court ordered the convening of separate meetings for the shareholders/members and unsecured creditors of the Transferee Company on 15th May 2004, with specific instructions regarding the notice period, advertisement, quorum, and the appointment of a Chairman and alternate Chairman for the meetings. The Chairman was directed to report the results of the meetings to the court within two weeks of their conclusion. The case was listed for further orders on 5th July 2004.
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