2009 (7) TMI 1243 - HC - Companies Law

Summary

Issues involved: Application for dispensation of meetings of equity shareholders, secured creditors, and unsecured creditors for considering a scheme of arrangement between two companies.

Equity Shareholders and Secured Creditors: The application sought dispensation of meetings for equity shareholders and secured creditors based on certificates from a Chartered Accountant confirming their consent to the scheme of arrangement. The court noted that all consents were verified and certified, therefore, meetings for these stakeholders were not required to be held.

Unsecured Creditors: The applicant, a profit-making company, presented the list of unsecured creditors and financial details to support the dispensation of their meeting. The scheme specified that no liabilities would be transferred to the transferee company, and the applicant would retain them. Referring to a similar decision by the Delhi High Court, the court observed the substantial net assets and profit of the applicant, leading to the dispensation of the unsecured creditors' meeting to prevent prejudice.

Conclusion: Considering the financial stability and details provided, the court dispensed with the meetings of equity shareholders, secured creditors, and unsecured creditors, ultimately disposing of the application accordingly.