2015 (11) TMI 1700 - HC - Companies Law

De-merged company seeking dispensation of meetings of shareholders, preference shareholders and unsecured creditors - Held that - Having heard learned advocate Mr. S.P. Majmudar appearing for the applicant company and considering the consent letters of the equity and preference shareholders and unsecured creditors and considering the certificate of the Chartered Accountant annexed with the application, the meetings of the equity shareholders and unsecured creditors of the applicant company for considering the proposed Scheme of De-merger are dispensed with and so also the advertisement in the newspaper and publication in Government Gazette are dispensed with. The meeting of secured creditors shall be held on 12.12.2015 at the registered office of the applicant company. It is provided that Mr. Purshottam Gandevikar and in his absence Mr. Girish Gandevikar shall be the Chairman of the meeting and shall submit the report of the meeting to this Court. The notice of the meeting may be published in English daily, Indian Express , Baroda edition and Gujarati daily, Divyabhaskar , Baroda edition.

Summary

Issues:
Dispensation of meetings of shareholders, preference shareholders, and unsecured creditors; directions for convening a meeting of secured creditors.

Dispensation of meetings of shareholders, preference shareholders, and unsecured creditors:
The applicant, a de-merged company, sought dispensation of meetings of shareholders, preference shareholders, and unsecured creditors. The equity and preference shareholders provided their consent, supported by a Chartered Accountant's certification. Similarly, all unsecured creditors also consented to the proposed scheme, with a Chartered Accountant's report confirming the same. Considering the consent letters and the Chartered Accountant's certificate, the court dispensed with the meetings of equity shareholders and unsecured creditors, along with the requirement for advertisement in newspapers and publication in the Government Gazette.

Directions for convening a meeting of secured creditors:
The judgment mandated the holding of a meeting of secured creditors at the applicant company's registered office on a specified date. The responsibility of chairing the meeting was assigned to Mr. Purshottam Gandevikar, with Mr. Girish Gandevikar as a backup in case of absence. It was further directed that the chairman would submit a report of the meeting to the Court. The notice of the meeting was instructed to be published in specific English and Gujarati daily newspapers. The application was disposed of, concluding the legal proceedings.