2016 (4) TMI 1266 - HC - Companies Law

Scheme of Arrangement - dispensing with the meeting of the Equity Shareholders Secured and Unsecured Creditors of the Applicant Transferor Company 5 - Held that - a. The meeting of the Equity Shareholders of the Applicant Transferor Company 5 is dispensed with in view of the consent letters of all the Equity shareholders and Chartered Accountant s certificate certifying the list of Equity Shareholders. b. The meeting of the Secured Creditors of the Applicant Transferor Company 5 is dispensed with in view of the fact that there are no Secured Creditors. c. The meeting of the Unsecured Creditors of the Applicant Transferor Company 5 is dispensed with in view of the fact that the rights and interest of the Unsecured Creditor are not affected by the proposed Scheme of Arrangement and no compromise or arrangement is offered to the Unsecured Creditors. d. Publication of notice in the Official Gazette is ordered to be dispensed with.

Summary

Issues:
Dispensing with meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors for considering a Scheme of Arrangement.

Analysis:
The judgment pertains to a Judges' Summons taken out by a company, the Applicant Transferor Company 5, seeking orders to dispense with the meetings of Equity Shareholders, Secured and Unsecured Creditors for considering a Scheme of Arrangement. The affidavit filed in support of the Summons provides details of the company's capital structure and the Proposed Scheme. The Applicant requested dispensation of the Equity Shareholders' meeting, as all shareholders had given their consent, supported by annexed consent letters and a Chartered Accountant's certificate. Similarly, the meeting of Secured Creditors was to be dispensed with as there were no Secured Creditors, certified by another Chartered Accountant's certificate. The Unsecured Creditors' meeting was also sought to be dispensed with, as their rights and interests would not be affected post-Arrangement, with assets exceeding liabilities to discharge all liabilities. The Judge passed an order dispensing with all three meetings and also ordered dispensation of the publication of notice in the Official Gazette. The application was allowed in the terms mentioned above.