2016 (2) TMI 1134 - HC - Companies Law

Sanction of the Scheme of Arrangement - dispensation of meeting - Held that - this Court dispensed with the requirement of convening the meeting of the Equity Shareholders Secured Creditors and Unsecured Creditors of the petitioner Company who had given their consent to the proposed Scheme - petition admitted.

Summary

Issues: Petition for sanction of Scheme of Arrangement - Dispensing with the requirement of convening meetings of shareholders and creditors - Compliance with Companies Act, 1956.

In the present case, the petitioner, Acteon India Private Limited, filed a petition seeking sanction for the Scheme of Arrangement between the company and its shareholders and creditors. The court noted that the requirement of convening meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors was dispensed with based on their consent to the proposed Scheme as per an oral order dated 17.02.2016. The court admitted the petition and scheduled it for final hearing on 28th March, 2016. Furthermore, the court ordered the publication of notice in Gujarati daily newspaper "Jansatta" and English daily newspaper "Indian Express" in Ahmedabad editions. Additionally, notice to the Central Government was directed to be sent in compliance with Section 394(A) of the Companies Act, 1956, through the Regional Director, North Western Region, Ministry of Corporate Affairs, ROC Bhavan, Rupal Park, Ahmedabad. The court dispensed with the notice in the Government Gazette and permitted Direct Service in addition to the normal mode of service.

This judgment primarily revolves around the approval sought for a Scheme of Arrangement by Acteon India Private Limited with its shareholders and creditors. The key issue addressed in the judgment is the dispensation of the requirement to convene meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors due to their prior consent to the proposed Scheme. The court's decision to admit the petition and set a date for final hearing indicates progress in the approval process, while the directions for publication of notice in newspapers and compliance with Companies Act, 1956, demonstrate adherence to legal procedures. The judgment ensures transparency and compliance with regulatory requirements in the context of corporate restructuring through a Scheme of Arrangement.