2015 (4) TMI 1212 - HC - Companies Law

Scheme of Amalgamation and Arrangement - seeking dispensation of meetings of Shareholders and Secured Creditors of Transferor/Petitioner Company and holding of meeting of Un-Secured Creditors of the said Company - Held that - This Court is of the view that for the reasons stated above, the meetings of the Equity Shareholders of the Transferor and Transferee Companies and Unsecured Creditors of the Transferee Company are ordered to be dispensed with. Since there is no Secured Creditor of the Transferor and Transferee Companies, no meeting is required. As no consent of the Unsecured Creditors of the Transferor Company is appended, I deem it appropriate to hold/convene their meeting as per the decided Schedule The meeting shall be conducted in accordance with law and after due notice to all concerned including public in the newspapers namely Indian Express(English) and Jansatta (Hindi) both Haryana Edition and in the official Gazette of Government of Haryana. Notice of the meeting shall be published at least 21 days before the date of the proposed meeting. Individual notice be also sent to the Unsecured Creditors of Petitioner-Transferor Company by speed post/registered post. The scheme put up in the meeting of the Unsecured Creditors shall be approved/decided by minimum 75% in value of the Unsecured Creditors present and voting either in person or through proxy.

Summary

Issues:
1. Dispensation of meetings of Equity Shareholders and Creditors for Scheme of Merger.
2. Appointment of Chairman and Co-Chairman for convening the meeting of Unsecured Creditors.
3. Reporting of meeting results to the Court.
4. Conduct of meeting and approval of the scheme by Unsecured Creditors.

Analysis:

1. The Company Petition filed under Section 391 of the Companies Act, 1956 seeks dispensation of meetings of Equity Shareholders and Creditors for sanctioning the Scheme of Merger. The Board of Directors of both Transferor and Transferee Companies have approved the Scheme, and consent letters have been obtained from Shareholders. No Secured Creditors are identified for both companies. The Court orders dispensation of meetings for Equity Shareholders and Secured Creditors. However, a meeting of Unsecured Creditors of the Transferor Company is deemed necessary due to lack of appended consent.

2. For the meeting of Unsecured Creditors, Mr. Sapan Dhir is appointed as Chairman and Mr. Manvinder Dalal as Co-Chairman. The appointed Chairman and Co-Chairman are to receive fees of `70,000/- and `60,000/- respectively. The Chairman is required to report the meeting results to the Court within seven days of its conclusion, with the report being verified by affidavit. The meeting is to be conducted in accordance with the law, with due notice to all concerned parties, including public notification in newspapers and the official Gazette of the Government of Haryana.

3. The Chairman is responsible for reporting the meeting results promptly, ensuring transparency and compliance with legal procedures. The verification of the report by affidavit adds a layer of authenticity and accountability to the process. The dissemination of meeting details through official channels and newspapers ensures transparency and invites participation from relevant stakeholders.

4. The meeting of Unsecured Creditors is to be conducted following legal requirements, including publication of notices at least 21 days before the meeting date. Individual notices are to be sent to Unsecured Creditors via speed post/registered post. The scheme presented at the meeting must be approved by a minimum of 75% in value of the Unsecured Creditors present and voting, either in person or through proxy. This ensures a fair decision-making process and protects the interests of the Creditors in the merger scheme.