2016 (4) TMI 1273 - HC - Companies Law

Scheme of demerger - Held that - (i) The petition is admitted. (ii) The same shall be posted for final hearing on June 15th, 2016. (iii) Notice of the petition to be published in the Gujarati daily newspaper Jai Hind , Ahmedabad edition and the English daily newspaper Indian Express , Ahmedabad edition. (iv) There shall be notice to the Central Government in compliance of Section 394(A) of the Companies Act, 1956, through the Regional Director, North Western Region, Ministry of Corporate Affairs, ROC Bhavan, Rupal Park, Ahmedabad. (v) There shall be notice to the Official Liquidator as per Section 394(1) of the Companies Act, 1956. (vi) The notice in the Government Gazette is dispensed with.

Summary

Issues:
1. Sanction of Composite Scheme of Arrangement.
2. Dispensing with the requirement of convening meetings of shareholders and creditors.
3. Orders passed by the Court.

Analysis:

Sanction of Composite Scheme of Arrangement:
The petitioner, Sangam Investors Services Private Limited, filed a petition seeking the sanction of a Composite Scheme of Arrangement involving itself as the Transferor Company, Sanghi Infrastructure Limited as the Demerged Company, and Enrich Steels Private Limited as the Transferee Company, along with their respective shareholders and creditors. The Court admitted the petition and scheduled it for final hearing on June 15th, 2016. Furthermore, the Court ordered the publication of notice of the petition in specific newspapers and directed notices to be sent to the Central Government and the Official Liquidator in compliance with the relevant sections of the Companies Act, 1956.

Dispensing with the requirement of convening meetings:
It was noted from the records that in a previous oral order dated 10.03.2016, the Court had dispensed with the necessity of convening a meeting of the Equity Shareholders, Preference Shareholders, and Unsecured Creditors of the petitioner Company who had already consented to the proposed Scheme. Since there were no Secured Creditors of the petitioner Company, the obligation to hold a meeting of Secured Creditors did not arise. The Court specifically mentioned the dispensation of notice in the Government Gazette and permitted Direct Service in addition to the normal mode of service.

Orders passed by the Court:
In light of the facts and circumstances of the case, the Court issued several orders:
1. Admission of the petition.
2. Fixing the date for final hearing.
3. Publication of notice in specific newspapers.
4. Notice to the Central Government through the Regional Director, Ministry of Corporate Affairs, and the Official Liquidator as per the Companies Act, 1956.
5. Dispensation of notice in the Government Gazette and permission for Direct Service alongside the regular mode of service.

This judgment by the Honourable Smt. Justice Abhilasha Kumari of the Gujarat High Court demonstrates a meticulous consideration of the petition for a Composite Scheme of Arrangement, along with the procedural aspects related to convening meetings and issuing necessary notices in compliance with the Companies Act, 1956.