2016 (5) TMI 1397 - HC - Companies Law

Scheme of Arrangement - Held that - The certificates confirming the status of the Shareholders and Creditors as well as the receipt of the consent letters from all the Shareholders are annexed collectively as Exhibit F . In view of the same, dispensation is sought from convening the meetings of the Equity Shareholders and Preference Shareholders of the Applicant Company. Considering the above facts and circumstances and the submissions advanced, the same is hereby granted.

Summary

Issues:
1. Composite Scheme of Arrangement involving Amalgamation, Demerger, and Restructure of Share Capital under Companies Act, 1956.
2. Dispensation of the meeting of Equity Shareholders and Preference Shareholders.

Analysis:
1. The judgment deals with a Composite Scheme of Arrangement involving Amalgamation, Demerger, and Restructure of Share Capital under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956. The application is filed by the Applicant Transferor Company seeking dispensation of the meeting of Equity Shareholders and Preference Shareholders. The Applicant Company, Sarvagnya Enterprises Private Limited, has obtained written consent letters from all Equity Shareholders and Preference Shareholders approving the Scheme. It is highlighted that there are no Secured and/or Unsecured creditors of the Applicant Company. The certificates confirming the status of Shareholders and Creditors, along with the consent letters, are annexed with the Application. The Court, after considering the submissions and circumstances, grants dispensation from convening the meetings of the Shareholders, thereby approving the Scheme.

2. The Applicant Company's request for dispensation from convening the meetings of Equity Shareholders and Preference Shareholders is based on the fact that all Shareholders have provided written consent letters approving the Scheme. The Applicant has submitted the consent letters as Exhibit 'D' and 'E' respectively, along with certificates confirming the status of Shareholders and Creditors as Exhibit 'F'. As there are no Secured and/or Unsecured creditors of the Applicant Company, and all Shareholders have consented to the Scheme, the Court approves the dispensation and disposes of the application. The judgment ensures compliance with the provisions of the Companies Act, 1956, regarding schemes of arrangement and shareholder meetings, emphasizing the importance of obtaining Shareholders' consent in such transactions to facilitate a smooth restructuring process.