2015 (12) TMI 1717 - HC - Companies Law

Scheme of demerger - Held that - Having heard Mr.Navin K. Pahwa, learned advocate for Thakkar and Pahwa Advocates, learned advocate for the applicant and having perused the record, it appears to the Court that the consent of all the Equity Shareholders of the applicant Company has been obtained. In view of the above, the meeting of the Equity Shareholders of the applicant Company is ordered to be dispensed with. Upon hearing the learned advocate and upon perusing the affidavit dated 27.11.2015 filed in support of the Judges Summons for direction, with other relevant annexures attached in support of the contents of the affidavit filed by the deponent and copy of the proposed Scheme of Arrangement. Dispensing with the meetings adhered to.

Summary

Issues:
1. Dispensation of the meeting of Equity Shareholders
2. Convening and holding meetings of Secured Creditors and Unsecured Creditors

Analysis:
1. Dispensation of the meeting of Equity Shareholders:
The applicant, a Demerged Company, sought dispensation of the Equity Shareholders' meeting as all shareholders had given written consent for the Scheme of Arrangement. The Court, after verifying the consent letters and a certificate from Chartered Accountants, dispensed with the meeting, as all Equity Shareholders had provided their approval in writing.

2. Convening and holding meetings of Secured Creditors and Unsecured Creditors:
The Court ordered the meetings of Secured Creditors and Unsecured Creditors to be convened and held to consider and approve the proposed Scheme of Arrangement. Specific directions were given regarding the timing, advertisement, notice sending, appointment of Chairman, quorum requirements, proxy voting, valuation of creditors, reporting results to the Court, and dispensation of notice publication in the Official Gazette. The Court emphasized the importance of following the prescribed procedures and timelines for the meetings.

In conclusion, the Court granted dispensation of the Equity Shareholders' meeting due to unanimous written consent and provided detailed directions for convening and conducting meetings of Secured Creditors and Unsecured Creditors to consider the proposed Scheme of Arrangement. The judgment highlighted the significance of adherence to legal procedures and timely reporting of meeting outcomes to the Court.