2015 (7) TMI 1247 - HC - Companies Law

Scheme of amalgamation - The meeting of the equity shareholder (3 in numbers) of the company, meeting of the creditors of the Applicant Company and meeting of the unsecured creditors of the applicant company is ordered to be dispensed with and adherence to other provisions related to it.

Summary

Issues:
1. Dispensing with the meeting of equity shareholders
2. Dispensing with the meeting of creditors
3. Dispensing with the meeting of unsecured creditors

Dispensing with the meeting of equity shareholders:
The judgment pertains to an application by a company seeking directions to dispense with the meeting of equity shareholders. The court considered the affidavit of the Managing Director and authorized signatory of the company, along with a certificate from the company's Chartered Accountants and the consent of all equity shareholders. The court ordered the dispensation of the equity shareholders' meeting based on the evidence presented.

Dispensing with the meeting of creditors:
Regarding the meeting of creditors, the court reviewed the affidavit of the Managing Director, certificates from the Chartered Accountants, and the written consent of the secured creditor HDFC Bank. The court noted that out of two secured creditors, HDFC Bank had consented to the proposed scheme of amalgamation, and the other creditor had been paid off. Consequently, the court dispensed with the meeting of creditors as required by law.

Dispensing with the meeting of unsecured creditors:
In the case of unsecured creditors, the court examined similar evidence, including the affidavit of the Managing Director, certificates from the Chartered Accountants, and written consents from the majority of unsecured creditors representing three-fourths in value. The court observed that a significant portion of unsecured creditors had consented to the scheme of amalgamation, and the court dispensed with the meeting of unsecured creditors in accordance with the provisions of the law.

The judgment concludes by allowing the application, noting that the company had fulfilled the necessary requirements for dispensing with the meetings of equity shareholders, creditors, and unsecured creditors. No costs were awarded in this matter.