2016 (5) TMI 1395 - HC - Companies Law

Scheme of arrangement - dispensing with the meeting of the Equity Shareholders, Preference Shareholders, Secured and Unsecured Creditors of the Applicant Transferee Company - Held that - (a) The meeting of the Equity Shareholders of the Applicant Transferee Company is dispensed with in view of the consent letters of 99.95% of the Equity Shareholders and the Chartered Accountant s certificate certifying the list of Equity Shareholders. (b) The meeting of the Preference Shareholders of the Applicant Transferee Company is dispensed with in view of the consent letters of 87.96% of the Preference Shareholders and the Chartered Accountant s certificate certifying the list of Preference Shareholders. (c) The meeting of the Secured Creditors is dispensed with in view of the fact that there 4 (Four) Secured Creditors and no compromise is sought to be offered to the Secured Creditors and the Secured Creditors of the Applicant Company will be paid in the ordinary course of business. However, the Applicant Transferee Company shall send individual notices to the Secured Creditors and on receipt of the views/opinion of the Secured Creditors, this Court shall be informed of the same. (d) The meeting of the Unsecured Creditors of the Applicant Transferee Company is dispensed with, in view of the fact that the rights and interest of the Unsecured Creditors is not affected by the proposed Scheme of Arrangement and as no compromise or arrangement is offered to the Unsecured Creditors.

Summary

Issues:
Dispensing with meetings of Equity Shareholders, Preference Shareholders, Secured Creditors, Unsecured Creditors, and publication of notice in the Official Gazette.

Equity Shareholders:
The Applicant sought dispensation of the meeting of Equity Shareholders due to 99.95% consent. The Chartered Accountant certified the list of Equity Shareholders. The Court dispensed with the meeting based on the consent and certification.

Preference Shareholders:
Dispensation of the meeting of Preference Shareholders was requested as 87.96% gave consent. The Chartered Accountant certified the list of Preference Shareholders. The Court dispensed with the meeting based on the consent and certification.

Secured Creditors:
The Applicant requested dispensation of the meeting of Secured Creditors, as there were only 4 and no compromise was offered. The Applicant agreed to send individual notices to Secured Creditors for their views. The Court dispensed with the meeting but required informing the Court of the Secured Creditors' opinions.

Unsecured Creditors:
The meeting of Unsecured Creditors was requested to be dispensed with as their rights were unaffected by the proposed Scheme. The Applicant's substantial net worth post-Arrangement was deemed sufficient to discharge liabilities. The Court dispensed with the meeting as no compromise was offered to Unsecured Creditors.

Publication of Notice:
The Court ordered the dispensation of publication of notice in the Official Gazette. The application was allowed in the terms mentioned, based on the submissions and documents presented.