2016 (8) TMI 1318 - HC - Companies Law

Directions to dispense with the requirement of convening the meetings of their equity shareholders and secured and unsecured creditors of the amalgamating company and for convening separate meetings of the secured and unsecured creditors of the transferor and transferee companies for the proposed Scheme of Arrangement as Amalgamation - directions given with definite time, date and place - Appointment of chairpersons - rules regarding notices for convening the aforesaid meetings and incidental expenses pronounced.

Summary

Issues:
Application under Sections 391 to 394 of the Companies Act, 1956 for directions to dispense with the requirement of convening meetings of equity shareholders and creditors for a proposed Scheme of Arrangement.

Analysis:
The joint application filed under Sections 391 to 394 of the Companies Act, 1956 seeks directions to dispense with the need for convening meetings of equity shareholders and creditors of the amalgamating company. The Scheme involves Statcon Power Controls Limited (amalgamated/transferor company), Stat Enterprises Private Limited (amalgamating company), and Statcon Energiaa Private Limited (transferee company), all situated in New Delhi. The proposed Scheme aims to demerge the Transferred Undertaking into the transferee company, promoting independent working and growth. The share exchange ratio is detailed in the Scheme, with approvals obtained from the respective Boards of Directors of the involved companies.

The application confirms no pending proceedings under Sections 235 to 251 of the Companies Act, 1956 against the applicant companies. The Board approvals for the Scheme were obtained, and consents from all equity shareholders of the companies involved have been submitted and found in order, dispensing with the need for equity shareholders' meetings. For secured and unsecured creditors, separate meetings are scheduled, with appointed Chairpersons and Alternate Chairpersons to conduct these meetings in a fair manner. Quorum requirements for creditor meetings are specified, along with the process for adjournment if quorum is not met initially.

Notices for creditor meetings, along with Scheme details, will be sent to creditors' registered addresses and published in newspapers as per regulations. Chairpersons are authorized to issue directions for conducting the creditor meetings appropriately. The fee for Chairpersons and Alternate Chairpersons is fixed, with a requirement to file reports post meetings. The application is allowed in the stated terms, emphasizing adherence to due processes and regulatory requirements.