Scheme of Amalgamation Meetings: Shareholders & Creditors to Vote on Merger Plan

The Court ordered separate meetings for Equity Shareholders, Secured Creditors, and Unsecured Creditors to consider and approve a Scheme of Amalgamation between three companies. Meetings were scheduled on the same day in Ahmedabad, Gujarat, with specific procedures for quorum, proxy voting, and Chairman's powers. Advertisements and notices were mandated, and the Registrar's approval was waived. The application was disposed of, establishing a structured process for Scheme approval.

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

Analysis:
The Company Application sought directions for convening meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors to consider and approve the Scheme of Amalgamation between three companies. The Transferor Companies, with registered offices in Mumbai, had filed separate applications for necessary directions. The Court ordered separate meetings for each category on the same day at the same venue in Ahmedabad, Gujarat. The Equity Shareholders meeting was scheduled for 12 P.M., followed by the Secured Creditors meeting at 2 P.M., and the Unsecured Creditors meeting at 2:30 P.M. The Court directed that advertisements be published in specific newspapers at least 21 days before the meetings, and notices along with relevant documents be sent to each Creditor by post. The Registrar's approval for advertisements and notices was waived.

The Court appointed Chairmen for the meetings, granting them powers under the Articles of Association and Companies (Court) Rules, including amending the Scheme or proposed resolutions. The quorum for Equity Shareholders was set at 5 members, while for Secured and Unsecured Creditors, it was 5 creditors each. Proxy voting was allowed if the prescribed form was submitted to the Applicant Company's registered office 48 hours before the meeting. The value of each Creditor was to be determined by the Chairman if disputed, based on the company's books. The Chairman was required to report the meeting results to the Court by a specified date, verified by affidavit. The application was disposed of accordingly, ensuring a structured process for the Scheme of Amalgamation approval.

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