2012 (4) TMI 736 - HC - Companies Law

Summary

Issues Involved:
The judgment involves dispensation of meetings for equity shareholders, preference shareholder, and secured creditors, along with convening a meeting for unsecured creditors to consider a Scheme of Arrangement for amalgamation.

Equity Shareholders Meeting:
The meeting of the equity shareholders is dispensed with based on the affidavit filed by the authorised signatory and the consent of the equity shareholders, along with the certificate from the auditors of the company.

Preference Shareholder Meeting:
The meeting of the preference shareholder is dispensed with, considering the affidavit filed by the authorised signatory, the certificate from the auditors, and the consent of the preference shareholder.

Secured Creditors Meeting:
The meeting of the secured creditors is dispensed with as the company has no secured creditors, certified by the auditors of the company.

Unsecured Creditors Meeting:
A meeting for unsecured creditors is to be convened to consider the Scheme of Arrangement for amalgamation. The meeting details and notification requirements are specified, including the appointment of a Chairman and the quorum for the meeting.

Provisions for Unsecured Creditors Meeting:
The notice for the meeting, along with necessary documents, is to be sent to unsecured creditors meeting specific criteria. Voting by proxy is permitted, and the value of each unsecured creditor will be determined for the meeting.

Reporting and Compliance:
The Chairman of the meeting is required to report the meeting's result to the Court within a specified timeframe, verified by an affidavit.

Transferee Company Application:
The Transferee Company is not required to file a separate application for obtaining sanction to the present Scheme, based on the submitted affidavits and considerations.

The Company Application is disposed of in accordance with the provided directions, with no order as to costs.