2015 (5) TMI 1133 - HC - Companies Law

Scheme of Amalgamation - dispensation of the meeting of Equity shareholders and creditors for sanctioning of the Scheme - Held that - Prayer for dispensation of their meeting is accepted. Since, there is no Secured Creditor of the Petitioner Company/Transferee Company no meeting is required. However, to obtain consents to the Scheme of Amalgamation, deem it appropriate to issue direction to hold the meeting of the Unsecured Creditors who falls in category B & C of the Annexure P-13. The meeting shall be conducted strictly in accordance with law and after due notification/notice to all concerned including public in the Indian Express (English) & Jansatta (Hindi) both Delhi/NCR Edition and also in the Official Gazette of Government of Haryana and the same shall be published at least 21 days before the date of proposed meeting. Individual notice be sent to the Un-Secured Creditor of the Petitioner Company through Ordinary Post/Speed Post/ Registered Post. The Scheme be put up in the meeting of the Un-Secured Creditors/Petitioner Transferee Company shall be approved/decided by minimum 75% in value and majority in number of the Unsecured Creditors present and voting either in person or through proxy.

Summary

Issues: Petition under Sections 391 to 394 of the Companies Act, 1956 seeking dispensation of meetings of equity shareholders and creditors for sanctioning a scheme of amalgamation.

In this judgment, the High Court of PUNJAB & HARYANA considered a petition under Sections 391 to 394 of the Companies Act, 1956, where the Petitioner Company/Transferee Company sought dispensation of meetings of equity shareholders and creditors for sanctioning a Scheme of Amalgamation. The Transferor Company's registered office was in Chennai, while the Petitioner Company/Transferee Company's office was in Gurgaon, within the court's jurisdiction. Both companies' Memorandum and Articles of Association were annexed with the petition. The Board of Directors of both companies had approved the Scheme of Amalgamation in their respective meetings. The Petitioner Company had two equity shareholders who consented to the scheme. There were no secured creditors, but 2219 unsecured creditors, classified into categories A, B, and C based on the value of their claims.

The court accepted the prayer for dispensation of the equity shareholders' meeting due to their consents. Since there were no secured creditors, no meeting was required for them. However, the court directed a meeting of the unsecured creditors falling under categories B & C to obtain their consents for the Scheme of Amalgamation. The meeting was scheduled to take place on a specified date, time, and venue. The court appointed a Chairman and Co-Chairman for the meeting, with specified fees for their services. The Chairman was required to report the meeting's results to the court within seven days, verified by affidavit. The meeting was to be conducted in accordance with the law, with proper notification to all concerned parties, including public notices in newspapers and the Official Gazette. The Scheme would be approved by a minimum of 75% in value and majority in number of the unsecured creditors present and voting, either in person or through proxy. The matter was adjourned to a later date for further proceedings.