2008 (11) TMI 721 - HC - Companies Law

Summary

Issues involved: Convening and holding meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors for considering and approving the proposed Scheme of Amalgamation.

Equity Shareholders Meeting: The High Court ordered the meeting of Equity Shareholders to be held for considering and approving the proposed Scheme of Amalgamation between the Transferor Company and the Transferee Company. The meeting is scheduled to take place at a specific venue on a designated date and time. An advertisement is required to be published in newspapers, and notices are to be sent to the shareholders at least twenty-one days before the meeting. The Company Registrar's involvement in approving certain documents is dispensed with, and the Applicant Company is tasked with issuing necessary notices and forms. The Chairman of the meeting is designated, and a quorum of five members is set for the meeting.

Secured Creditors Meeting: Similar to the Equity Shareholders meeting, a meeting of Secured Creditors is ordered to be held for the same purpose of considering and approving the proposed Scheme of Amalgamation. The meeting is to be convened at the same venue on the same date, following the Equity Shareholders meeting. The advertisement and notices requirements are the same as for the Equity Shareholders meeting. The quorum for the Secured Creditors meeting is set at two creditors, either present in person, by proxy, or through an authorized representative.

Unsecured Creditors Meeting: A meeting of Unsecured Creditors is also ordered to be held, following the Secured Creditors meeting, for the purpose of considering and approving the proposed Scheme of Amalgamation. The meeting details, including venue and date, are the same as for the previous meetings. Similar advertisement and notice requirements apply, with a quorum of two Unsecured Creditors set for the meeting.

General Provisions: The High Court allowed voting by proxy or authorized representative, subject to the submission of the required forms within a specified timeframe. The valuation of shares and creditors' claims is to be based on the Company's books as of a specific date, with the Chairman empowered to resolve any disputes regarding entries in the books. The Chairman is required to report the meeting's results to the Court within 30 days of its conclusion, with verification through an Affidavit.