2012 (10) TMI 308 - HC - Companies Law

Scheme of Arrangement - In view of the chart and written consents/NOC given by all the Equity Shareholders of the Transferor Companies and Transferee Company, the requirement of convening their meeting is dispensed with. - There is no secured creditor of the Transferor Company no.1 as well as Transferor Company No.2. There are two Unsecured Creditors of Transferor Company No.2; they have given written consents/NOC; the convening of meeting of unsecured Creditors of Transferor Company No.2 is also dispensed with. However, as no consents have been filed on record on behalf of Unsecured Creditors of Transferor Company No.1 and Transferee Company as well as of Secured Creditors of Transferee Company, their meetings are directed to be convened.

Summary

Issues:
First motion joint Application under Sections 391 to 394 of the Companies Act, 1956 for Scheme of Arrangement between companies.

Analysis:
The judgment pertains to a first motion joint Application under Sections 391 to 394 of the Companies Act, 1956, regarding a Scheme of Arrangement between two Transferor Companies and a Transferee Company. The Application includes details such as the date of incorporation, capital structure, and audited accounts of the companies involved. It is highlighted that the proposed Scheme has been approved by the Board of Directors of all Applicant Companies, and consents from Shareholders and Creditors have been obtained.

The judgment further discusses the status of Shareholders and Creditors of the companies involved, detailing the consents received for the proposed Scheme. It mentions a prayer for dispensation of convening meetings of certain shareholders and creditors based on the consents obtained. While the requirement for convening meetings of some parties is dispensed with due to consents, meetings for others are directed to be convened and held on specified dates.

Specific individuals, including Advocates and Court Officers, are appointed as Chairpersons and Alternate Chairpersons for the meetings of various creditors. Fees for their services are also mentioned in the judgment. Quorum requirements for the meetings of Secured Creditors and Equity Shareholders are outlined, along with provisions for adjournment and consideration of valid proxies.

The judgment emphasizes the proper maintenance of proxy registers and the timely sending of notices for the meetings to Creditors. It directs the Chairpersons and Alternate Chairpersons to ensure fair conduct of the meetings and issue suitable directions to the management. Additionally, a requirement for filing reports post meetings is specified. Ultimately, the application is allowed in the stated terms, with an order for Dasti.