2016 (4) TMI 1268 - HC - Companies Law

Scheme of arrangement - dispensing with the meeting of the Equity Shareholders, Preference Shareholders, Secured and Unsecured Creditors of the Applicant Transferor Company - Held that - a. The meeting of the Equity Shareholders of the Applicant Transferor Company 3 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 3 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 3 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 3 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: Application for dispensing with meetings of Equity Shareholders, Preference Shareholders, Secured and Unsecured Creditors of the Transferor Company for considering a Scheme of Arrangement.

Equity Shareholders Meeting Dispensation:
The Applicant sought dispensation of the Equity Shareholders meeting, as all shareholders had given consent. The Chartered Accountant certified the list of Equity Shareholders. The Court granted dispensation based on the provided documents.

Preference Shareholders Meeting Dispensation:
Dispensation of the Preference Shareholders meeting was requested due to all shareholders giving consent. The Chartered Accountant certified the list of Preference Shareholders. The Court approved the dispensation based on the submissions.

Secured Creditors Meeting Dispensation:
Dispensation of the Secured Creditors meeting was sought as there were no Secured Creditors. The Chartered Accountant certified the absence of Secured Creditors. The Court dispensed with the meeting accordingly.

Unsecured Creditors Meeting Dispensation:
The Applicant requested dispensation of the Unsecured Creditors meeting, stating that their rights and interests would not be affected by the proposed Scheme. The Chartered Accountant certified the current status of Unsecured Creditors. The Court dispensed with the meeting as no compromise or arrangement was offered to the Unsecured Creditors.

Publication Notice Dispensation:
The Court ordered the dispensation of publication notice in the Official Gazette. The application was allowed in the terms mentioned, granting dispensation for all the requested meetings and publication notice.