2016 (10) TMI 1338 - HC - Companies Law

Scheme of amalgamation - section 230-232 of Companies Act - HELD THAT - Various directions regarding issuance of various notices issued. The scheme is approved - application allowed.

Summary

Issues:
1. Approval of the Scheme by shareholders
2. Meeting of creditors
3. Compliance with legal requirements for filing Company Scheme Petition

Analysis:
1. Approval of the Scheme by Shareholders:
The judgment states that the equity shareholders of the Petitioner Company approved the Scheme by more than the required majority in number and shareholding. The meeting of secured creditors was not necessary as there were none, and the meeting of unsecured creditors was dispensed with under the condition that notice of the hearing would be issued to creditors with outstanding amounts above a specified threshold. The Scheme petition was filed in accordance with the order passed in the Company Summons for Direction.

2. Meeting of Creditors:
The judgment outlines the steps to be taken regarding the meeting of creditors. It mandates serving notices to various authorities and creditors before the fixed hearing date. The Petitioner Company was directed to serve notices to the Regional Director, Ministry of Corporate Affairs, the Registrar of Companies, and the concerned Income Tax Authority within specific time frames. Individual notices were also required to be sent to unsecured creditors with outstanding amounts above a certain threshold. The publication of hearing notices in newspapers was also mandated.

3. Compliance with Legal Requirements for Filing Company Scheme Petition:
The judgment emphasizes the importance of compliance with legal requirements for filing the Company Scheme Petition. It specifies the timelines for serving notices to different authorities and creditors, including the Income Tax Department and unsecured creditors. The publication of hearing notices in newspapers was deemed necessary, while dispensing with the requirement for publication in the Maharashtra Government Gazette. Additionally, the Petitioner Company was instructed to file an Affidavit of Service in the Registry as per Rule 30 of the Companies (Court) Rules, 1959.

This detailed analysis of the judgment highlights the key issues addressed, including the approval of the Scheme by shareholders, the meeting of creditors, and the compliance with legal requirements for filing the Company Scheme Petition. The judgment provides specific instructions and timelines to ensure proper adherence to the legal procedures involved in the case.