2016 (4) TMI 1259 - HC - Companies Law

Scheme of amalgamation - convene separate meetings of the Secured Creditors and Unsecured Creditors of the company to obtain their approval to the proposed Scheme

Summary

Issues:
1. Dispensation of meeting of Equity Shareholders
2. Directions for convening separate meetings of Secured Creditors and Unsecured Creditors

Analysis:
1. Dispensation of meeting of Equity Shareholders:
The Applicant, Vadinar Ports & Terminals Limited, filed an application seeking dispensation of the meeting of Equity Shareholders as part of a proposed Composite Scheme of Arrangement involving several companies. The application stated that all Equity Shareholders had given their approval to the Scheme through consent letters and a certificate from a Chartered Accountant confirming the same was provided. The Court granted dispensation of the meeting of Equity Shareholders based on the approvals received.

2. Directions for convening separate meetings of Secured Creditors and Unsecured Creditors:
The Applicant also requested directions for convening separate meetings of Secured Creditors and Unsecured Creditors to obtain their approval for the proposed Scheme. The Court ordered that separate meetings of the Unsecured Creditors and Secured Creditors shall be held at a specified location in Gujarat. Notices for the meetings, along with the Scheme of Arrangement and other relevant documents, were to be sent to the Creditors at least 21 days before the meetings. The Court specified the quorum for the meetings, permitted voting by proxy, and directed the Chairman of the meetings to report the results to the Court within 14 days of the conclusion of the meetings.

Additionally, the Court granted permission for the Applicant to move the substantive petition seeking Court sanction during the High Court vacation due to commercial reasons with substantial long-term repercussions. The application was disposed of after considering all submissions.

This detailed analysis outlines the key aspects of the judgment, including the dispensation of the Equity Shareholders' meeting and the directions issued for convening separate meetings of Secured and Unsecured Creditors, ensuring compliance with the Companies Act and procedural requirements for the proposed Scheme of Arrangement.