2016 (4) TMI 1275 - HC - Companies Law

Dispensation of meeting - scheme of arrangement - Held that - all the Equity Shareholders, sole Unsecured Loan Creditor and sole Unsecured Trade Creditor of the applicant Company have approved the Scheme in the form of written consent letters - There are no Secured Creditors of the applicant Company, as on date - all necessary certificates have been annexed - meeting dispensed with - petition allowed.

Summary

Issues: Scheme of Arrangement for Amalgamation under Companies Act, 1956 - Dispensation of Shareholders and Creditors Meeting

Scheme of Arrangement for Amalgamation:
The judgment pertains to a Scheme of Arrangement for the Amalgamation of two group companies with another company, along with the restructuring of the share capital, as proposed under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956.

Dispensation of Shareholders and Creditors Meeting:
The application filed by the Transferor Company seeks dispensation of the meeting of Equity Shareholders, Unsecured Loan Creditor, and Unsecured Trade Creditor, as there are no Secured Creditors. The applicant company has obtained written consent letters from all relevant parties, which have been annexed with the application. The certificates confirming the status of Shareholders and Creditors, along with the receipt of consent letters, have also been provided. The court, after considering the submissions and circumstances, grants dispensation from convening meetings of Equity Shareholders and Unsecured Creditors, leading to the disposal of the application.

This judgment primarily deals with the approval and implementation of a Scheme of Arrangement for the Amalgamation of companies under the relevant provisions of the Companies Act, 1956. It highlights the process of seeking dispensation from convening meetings of Equity Shareholders and Unsecured Creditors when all relevant parties have provided written consent. The court's decision to grant dispensation is based on the submission of consent letters and supporting documents, ultimately leading to the disposal of the application.