2016 (3) TMI 1262 - HC - Companies Law

Scheme of Arrangement - dispensation of 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 is dispensed with, in view of the consent letters of all the Equity shareholders and the Chartered Accountant s certificate, certifying the list of Equity Shareholders. b. The meeting of the Preference Shareholders of the Applicant Transferor Company is dispensed with, in view of the consent letters of all the Preference Shareholders and the Chartered Accountant s certificate, certifying the list of Preference Shareholders. c. The meeting of the Secured Creditor of the Applicant Transferor Company is dispensed with, in view of the fact that there are no Secured Creditors of the Applicant Transferor Company. d. The meeting of the Unsecured Creditors of the Applicant Transferor Company is dispensed with, in view of the consent letters of all the Unsecured Creditors and the Chartered Accountant s certificate certifying the list of Unsecured Creditors. e. Publication of notice in the Official Gazette is ordered to be dispensed with.

Summary

Issues involved: Application for dispensation of meetings of Equity Shareholders, Preference Shareholders, Secured Creditors, and Unsecured Creditors for considering a Composite Scheme of Arrangement.

Equity Shareholders Meeting:
The Judges Summons 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 dispensed with the meeting based on the consent letters and the certificate.

Preference Shareholders Meeting:
Similar to the Equity Shareholders, the Preference Shareholders meeting was dispensed with as all shareholders provided consent, and the Chartered Accountant certified the list of Preference Shareholders. The Court ordered the dispensation of this meeting.

Secured Creditors Meeting:
Since there were no Secured Creditors for the Transferor Company, the meeting for Secured Creditors was dispensed with. The Court acknowledged the absence of Secured Creditors and exempted the meeting accordingly.

Unsecured Creditors Meeting:
The Unsecured Creditors meeting was dispensed with as all creditors had given their consent, supported by a Chartered Accountant's certificate verifying the list of Unsecured Creditors. The Court ordered the dispensation of this meeting based on the provided documentation.

Publication of Notice:
The Court ordered the dispensation of the publication of notice in the Official Gazette. The application for dispensation of meetings and publication was allowed in the above terms as per the Court's order.