2015 (10) TMI 2678 - HC - Companies Law

Composite Scheme of Arrangement in the nature of amalgamation - Held that - The written consents from all its secured creditors as on date has been obtained and placed on record alongwith a certificate from the Chartered Accountant as Annexure L. Hence, the present petition is moved for obtaining the sanction of this Court. The petitioner being a listed public limited company, has placed on record all other requisite approvals from stock exchanges. ADMIT. To be heard on 15.10.2015. Notice of hearing of petition, to be advertised in The Times of India , English daily, and Sandesh , Gujarati daily, Ahmedabad Editions. Publication in government gazette is dispensed with.

Summary

Issues involved:
Petition filed for a proposed Composite Scheme of Arrangement involving amalgamation and demerger, dispensing with the meeting of unsecured creditors, approval of Equity Shareholders, obtaining consents from secured creditors, and seeking sanction of the Court.

Analysis:

1. Meeting of Unsecured Creditors:
The petitioner company filed a petition for a Composite Scheme of Arrangement involving amalgamation and demerger. The meeting of unsecured creditors was dispensed with based on the positive net worth of the Transferee Company, ensuring no adverse impact on the creditors' rights and interests. This decision was made in Company Application No.229 of 2015.

2. Approval of Equity Shareholders:
Following the order directing the convening of a meeting of Equity Shareholders, the meeting was duly held on 15.09.2015. The proposed scheme received unanimous approval from the Equity Shareholders present, with valid votes cast. The chairman's report and affidavit confirming the meeting's outcome were submitted as Annexure:K.

3. Consents from Secured Creditors:
The petitioner Transferee Company committed to obtaining written consents from all secured creditors. Compliance with this requirement was demonstrated by obtaining consents from all secured creditors as of the petition date. A certificate from a Chartered Accountant was submitted as Annexure:L to validate the consents obtained.

4. Stock Exchange Approvals:
As a listed public limited company, the petitioner ensured the submission of all necessary approvals from stock exchanges, reflecting compliance with regulatory requirements.

5. Court Proceedings:
The Court admitted the petition and scheduled a hearing for 15.10.2015. Notice of the petition's hearing was directed to be advertised in 'The Times of India' and 'Sandesh', with publication in the government gazette dispensed with. Additionally, notice was to be served to the Central Government through the Regional Director, NorthWestern Region, Ministry of Corporate Affairs.

The judgment reflects a comprehensive review of the petitioner's compliance with legal procedures and requirements concerning the proposed Composite Scheme of Arrangement. It highlights the importance of ensuring creditor protection, shareholder approval, and regulatory compliance in such corporate transactions.