2016 (4) TMI 1267 - HC - Companies Law

Scheme of Arrangement - dispensing with the meeting of the Equity Shareholders, Secured and Unsecured Creditors of the Applicant Transferor Company 4 - Held that - a. The meeting of the Equity Shareholders of the Applicant Transferor Company 4 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 4 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 4 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 4 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.

Summary

Issues Involved:
Dispensing with the meeting of Equity Shareholders, Preference Shareholders, Secured Creditors, and Unsecured Creditors of the Transferor Company for considering the Scheme of Arrangement.

Analysis:
The judgment involves multiple issues related to dispensing with the meetings of various stakeholders of the Transferor Company for considering the Scheme of Arrangement. The Applicant sought dispensation of the Equity Shareholders' meeting, as all Equity Shareholders had given their consent, supported by a Chartered Accountant's certificate. Similarly, the Preference Shareholders' meeting was dispensed with due to unanimous consent and a certificate from a Chartered Accountant confirming the list of Preference Shareholders. The meeting of Secured Creditors was not required as there were none, as certified by a Chartered Accountant. Furthermore, the Unsecured Creditors' meeting was dispensed with as their rights and interests were unaffected by the proposed Scheme, ensuring no compromise or reduction of liabilities. The judge ordered the dispensation of publication of notice in the Official Gazette, ultimately allowing the application in the stated terms.

This judgment showcases the importance of obtaining stakeholder consent and fulfilling legal requirements when seeking dispensation of meetings for Scheme of Arrangement. The detailed submissions by the Applicant's advocate, supported by relevant certificates from Chartered Accountants, played a crucial role in the Court's decision. The judge's order meticulously addressed each stakeholder group, ensuring that their interests were adequately protected and that legal formalities were duly met. By dispensing with the meetings and publication of notice, the Court streamlined the process, recognizing the sufficiency of stakeholder consent and the scheme's fairness towards creditors. Overall, the judgment reflects a balanced approach in facilitating corporate restructuring while upholding transparency and legal compliance in such matters.