2016 (2) TMI 1133 - HC - Companies Law

Dispensation of meeting - Held that - The meeting of the Equity Shareholders of the applicant Company 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 - meeting of the Secured Creditor of the applicant Company is dispensed with in view of consent letters of the entire Secured Creditors and Chartered Accountant s certificate certifying the number of Secured Creditors - meeting of the Unsecured Creditors of the applicant Company is dispensed with in view of consent letters of the entire Unsecured Creditors and Chartered Accountant s certificate certifying the number of Unsecured Creditors - application allowed.

Summary

Issues involved:
Dispensing with the meeting of Equity Shareholders, Secured Creditors, and Unsecured Creditors for considering the Scheme of Arrangement.

Analysis:

The judgment delivered by Honourable Smt. Justice Abhilasha Kumari of the Gujarat High Court pertains to a Judges' Summons taken out by Acteon India Private Limited, the applicant Company, seeking orders to dispense with the meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors for considering the Scheme of Arrangement. The applicant, represented by Ms. Dharmishta Raval, submitted an affidavit providing details of the company's capital structure and financial statements, along with the proposed Scheme of Arrangement. The applicant requested dispensation of the meetings based on the consent received from all Equity Shareholders, Secured Creditors, and Unsecured Creditors, supported by certificates from a Chartered Accountant verifying the lists of each category of stakeholders.

Upon considering the submissions and documents, the Court ordered the dispensation of the meetings as follows:
a. The meeting of Equity Shareholders was dispensed with due to the consent letters from all Equity Shareholders and the Chartered Accountant's certification of the Equity Shareholders' list.
b. The meeting of Secured Creditors was dispensed with based on the consent letters from all Secured Creditors and the Chartered Accountant's certification of the number of Secured Creditors.
c. The meeting of Unsecured Creditors was dispensed with due to the consent letters from all Unsecured Creditors and the Chartered Accountant's certification of the number of Unsecured Creditors.
d. The publication of notice in the Official Gazette was also ordered to be dispensed with.

Ultimately, the Court allowed the application and disposed of it in accordance with the observations and directions provided, thereby resolving the issues raised by the applicant regarding dispensing with the meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors for considering the Scheme of Arrangement.