2016 (4) TMI 1265 - HC - Companies Law

Scheme of Arrangement - dispensing with the meeting of the Equity Shareholders, Secured and Unsecured Creditors of the Applicant Transferor Company 6 - Held that - a. The meeting of the Equity Shareholders of the Applicant Transferor Company 6 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 Secured Creditors of the Applicant Transferor Company 6 is dispensed with, in view of the fact that there are no Secured Creditors. c. The meeting of the Unsecured Creditors of the Applicant Transferor Company 6 is dispensed with, in view of the fact that the rights and interest of the Unsecured Creditor are not affected by the proposed Scheme of Arrangement and no compromise or arrangement is offered to the Unsecured Creditors. d. Publication of notice in the Official Gazette is ordered to be dispensed with.

Summary

Issues:
Dispensing with the meeting of Equity 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 given their consent. The Chartered Accountant certified the list of Equity Shareholders. The Court granted dispensation based on the consent letters and certification.

Secured Creditors Meeting:
The Applicant requested dispensation of the Secured Creditors meeting due to the absence of Secured Creditors. A Chartered Accountant's certificate confirmed the absence of Secured Creditors. The Court dispensed with the meeting accordingly.

Unsecured Creditors Meeting:
The Applicant sought dispensation of the Unsecured Creditors meeting, stating that the proposed Scheme would not affect their rights and interests. The assets of the Transferee Company post-Scheme were deemed sufficient to discharge liabilities without impacting creditors. The Court dispensed with the meeting, noting no compromise or reduction in liabilities under the Scheme.

General Order:
The Court dispensed with the publication of a notice in the Official Gazette. The application was allowed in the terms mentioned, granting dispensation for all three meetings - Equity Shareholders, Secured Creditors, and Unsecured Creditors.

This judgment by the Honourable Smt. Justice Abhilasha Kumari of the Gujarat High Court dealt with an application by a Transferor Company seeking dispensation of meetings for Equity Shareholders, Secured Creditors, and Unsecured Creditors to consider a Scheme of Arrangement. The Applicant's request was supported by consent letters from all Equity Shareholders and certifications by a Chartered Accountant regarding the absence of Secured Creditors. The Court granted dispensation for all three meetings based on the specific circumstances presented, highlighting that the proposed Scheme did not impact the rights and interests of Unsecured Creditors and did not involve any compromise or reduction in their liabilities. Additionally, the Court ordered the dispensation of the publication of a notice in the Official Gazette.