2016 (2) TMI 1128 - HC - Companies Law

Scheme of Arrangement, in the nature of amalgamation - Held that - Applicant Company shall not be required to undertake the procedure of postal ballot and evoting for seeking approval from the Public Shareholders. Hence, no directions are issued by this Court in this regard. Separate meetings of the Equity Shareholders and Secured Creditors of the applicant Company shall be convened. At least 21 clear days before the meetings to be held as aforesaid and other eligible procedures need to be adhered.

Summary

Issues:
1. Application filed under Sections 391 to 394 of the Companies Act, 1956 for a proposed Scheme of Arrangement.
2. Dispensation of meeting of Unsecured Creditors and directions for separate meetings of Equity Shareholders and Secured Creditors.
3. Compliance with SEBI regulations for a listed public limited Company.
4. Orders passed regarding the convening and conduct of meetings for considering and approving the Scheme of Arrangement.

Analysis:
1. The applicant, a Transferee Company, filed an application under Sections 391 to 394 of the Companies Act, 1956, for a proposed Scheme of Arrangement involving the amalgamation of two companies. The Scheme did not affect the rights and interests of Unsecured Creditors, as both companies were profit-making with substantial net worth, supported by a Net Worth Certificate from a Chartered Accountant. Meeting of Unsecured Creditors was dispensed with based on the company's commitment to fulfill its liabilities towards creditors.

2. The Court considered submissions for dispensation of the Unsecured Creditors' meeting and directions for separate meetings of Equity Shareholders and Secured Creditors. The applicant had complied with contractual terms with Secured Creditors, necessitating a meeting. As the company assured to meet its obligations, approval of Unsecured Creditors was deemed unnecessary for the Scheme's consideration and sanction, leading to the dispensation of the Unsecured Creditors' meeting.

3. Being a listed public limited Company, the applicant obtained SEBI's prior approval through stock exchanges and fulfilled requirements without issuing shares to related parties. Compliance with SEBI Circulars was confirmed through submitted Undertaking and Auditor's certificate. Consequently, the Court determined that the company was not obligated to undertake postal ballot and e-voting procedures for seeking approval from Public Shareholders, and no directions were issued in this regard.

4. Orders were passed for convening separate meetings of Equity Shareholders and Secured Creditors at specified locations, along with the issuance of notices, explanatory statements, and forms of proxy. The Chairman for the meetings was designated, with directions on conducting the meetings, determining quorum, allowing proxy voting, and reporting the meeting results to the Court within a specified timeframe. The application was disposed of accordingly, outlining detailed procedures for the Scheme's approval through shareholder and creditor meetings.