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2016 (4) TMI 1264 - HC - Companies LawScheme of Arrangement - dispensing with the meeting of the Equity Shareholders, Secured and Unsecured Creditors of the Applicant Transferor Company 7 - Held that - a. The meeting of the Equity Shareholders of the Applicant Transferor Company 7 is dispensed with in view of the consent letters of all the Equity shareholders and Chartered Accountant s certificate certifying the list of Equity Shareholders. b. The meeting of the Preference Shareholders of the Applicant Transferor Company 7 is dispensed with in view of the consent letters of all the Preference Shareholders and Chartered Accountant s certificate certifying the list of Preference Shareholders. c. The meeting of the Secured Creditors of the Applicant Transferor Company 7 is dispensed with in view of the fact that there are no Secured Creditors. d. The meeting of the Unsecured Creditors of the Applicant Transferor Company 7 is dispensed with in view of the fact that the rights and interest of the Unsecured Creditors are not affected by the proposed Scheme of Arrangement and no compromise or arrangement is offered to the Unsecured Creditors. e. Publication of notice in the Official Gazette is ordered to be dispensed with.
Issues Involved: Application for dispensing with meetings of Equity Shareholders, Preference Shareholders, Secured Creditors, and Unsecured Creditors for considering a Scheme of Arrangement.
Equity Shareholders Meeting: The Applicant sought dispensation of the Equity Shareholders meeting as all shareholders had consented to the proposed Scheme. The Chartered Accountant certified the list of Equity Shareholders, supporting the dispensation. The Court accepted the request and dispensed with the meeting. Preference Shareholders Meeting: Similar to the Equity Shareholders, the Applicant requested dispensation of the Preference Shareholders meeting due to unanimous consent. The Chartered Accountant certified the list of Preference Shareholders, further supporting the dispensation. The Court granted the request and dispensed with the meeting. Secured Creditors Meeting: Since there were no Secured Creditors, the Applicant requested dispensation of their meeting. The Chartered Accountant confirmed the absence of Secured Creditors, leading to the Court dispensing with the meeting. Unsecured Creditors Meeting: The Applicant sought dispensation of the Unsecured Creditors meeting, stating that their rights and interests would not be affected by the Scheme, with all liabilities being sufficiently covered. The Chartered Accountant certified the current status of Unsecured Creditors, supporting the request. The Court agreed with the Applicant's submission and dispensed with the meeting. Publication of Notice: The Court ordered the dispensation of publication of notice in the Official Gazette. In conclusion, the High Court of Gujarat, under the Honorable Smt. Justice Abhilasha Kumari, allowed the Applicant's application for dispensing with the meetings of Equity Shareholders, Preference Shareholders, Secured Creditors, and Unsecured Creditors for considering the Scheme of Arrangement. The Court granted dispensation based on the unanimous consent of shareholders, absence of Secured Creditors, and the assurance that the rights and interests of Unsecured Creditors would not be compromised under the proposed Scheme.
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