2008 (11) TMI 720 - HC - Companies Law

Summary

Issues involved:
The judgment involves issues related to dispensing with the meeting of Equity Shareholders, convening meetings of Secured Creditors and Unsecured Creditors, advertisement requirements, appointment of Chairman for meetings, quorum for meetings, proxy voting, determination of creditor values, and reporting to the Court.

Equity Shareholders Meeting:
The meeting of Equity Shareholders of the Applicant Company is dispensed with due to consent given by both Equity Shareholders, as evidenced by annexed Exhibits "I-1" and "I-2" to the Affidavit.

Secured Creditors Meeting:
The meeting of Secured Creditors shall be held for considering and approving the proposed Scheme of Amalgamation at Hotel Tunga Regency, Navi Mumbai, with specific date and time mentioned.

Unsecured Creditors Meeting:
The meeting of Unsecured Creditors shall be held at the same venue after the Secured Creditors meeting, for the purpose of considering and approving the proposed Scheme of Amalgamation.

Advertisement Requirements:
An advertisement convening the meetings must be published in 'Free Press Journal' and 'Maharashtra Times' at least twenty-one days before the meetings, along with sending notices to creditors.

Appointment of Chairman:
Mr. Ravi Shankar, Director of the Applicant Company, or Mr. M. Balasubramanian, Authorised Representative, shall be the Chairman for all meetings, with responsibilities including issuing advertisements and sending meeting notices.

Quorum and Proxy Voting:
The quorum for both Secured and Unsecured Creditors meetings is set at 2 creditors, who can attend in person, by proxy, or through an authorized representative. Proxy voting is permitted with specific form and authorization requirements.

Creditor Value Determination:
The value of each class of creditors will be based on the Company's books as of September 30, 2008, with the Chairman determining values in case of disputes.

Reporting to the Court:
The Chairman is required to report the meeting results to the Court within 30 days of conclusion, with verification through an Affidavit.