2015 (12) TMI 1707 - HC - Companies Law

Appropriate directions for convening the meeting of the Equity Shareholders of the Applicant Company and also for holding meetings of the Secured & Unsecured Creditor(s) of the Applicant Company given - quorum for meeting need to be adhered - The Chairman of the aforesaid meeting shall report the result of the said meetings to this Court on or before 9th February, 2016 and the said report shall be verified by his affidavit.

Summary

Issues:
Convening meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors for approving the Scheme of Amalgamation.

Analysis:
The Company Application sought directions for convening meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors to consider and approve the Scheme of Amalgamation between three companies. The Transferor Companies, with registered offices in Mumbai, had filed separate applications for necessary directions. The Court ordered separate meetings for each category on the same day at the same venue in Ahmedabad, Gujarat. The Equity Shareholders meeting was scheduled for 12 P.M., followed by the Secured Creditors meeting at 2 P.M., and the Unsecured Creditors meeting at 2:30 P.M. The Court directed that advertisements be published in specific newspapers at least 21 days before the meetings, and notices along with relevant documents be sent to each Creditor by post. The Registrar's approval for advertisements and notices was waived.

The Court appointed Chairmen for the meetings, granting them powers under the Articles of Association and Companies (Court) Rules, including amending the Scheme or proposed resolutions. The quorum for Equity Shareholders was set at 5 members, while for Secured and Unsecured Creditors, it was 5 creditors each. Proxy voting was allowed if the prescribed form was submitted to the Applicant Company's registered office 48 hours before the meeting. The value of each Creditor was to be determined by the Chairman if disputed, based on the company's books. The Chairman was required to report the meeting results to the Court by a specified date, verified by affidavit. The application was disposed of accordingly, ensuring a structured process for the Scheme of Amalgamation approval.