2016 (3) TMI 1257 - HC - Companies Law

Companies Act Application: Dispensing with Shareholder & Creditor Meetings for Amalgamation

The court granted the application under Sections 391-394 of the Companies Act, 1956, dispensing with meetings of shareholders and creditors for multiple ... Scheme of amalgamation - direct that the meetings of shareholders, creditors secured and unsecured of companies other than the meeting of unsecured creditors of Mindscape One Marketing Private Limited be dispensed with. The meeting of the unsecured creditors of Mindscape One Marketing Private Limited however be held to examine the proposed scheme of amalgamation. Issues:1. Application under Sections 391-394 of the Companies Act, 1956 for dispensing with meetings of shareholders and creditors.2. Scheme of arrangement proposed by multiple companies for amalgamation.3. Consent of shareholders and creditors for the scheme of amalgamation.4. Specific details regarding each company involved in the scheme.5. Requirement of convening a meeting of unsecured creditors for one of the companies.6. Direction by the court regarding the conduct of meetings and appointment of Chairperson.Analysis:1. The judgment pertains to an application filed under Sections 391-394 of the Companies Act, 1956 seeking dispensation of meetings of shareholders and creditors of multiple companies involved in a scheme of arrangement for amalgamation. The court considered the submissions and material on record to make a decision.2. The applicants submitted a scheme of arrangement proposing the amalgamation of several companies. The scheme included details of shareholders and creditors consenting to the arrangement, along with certified lists of creditors provided by a Chartered Accountant for each company involved.3. Each company involved in the scheme had specific details regarding equity shareholders, secured creditors, and unsecured creditors who had given their consent to the proposed amalgamation. The court took into account the consent letters and lists of creditors while making its decision.4. The judgment highlighted the particulars of each company participating in the scheme, such as Food Magic India Private Limited, Gemini Comestibles Private Limited, Mindscape One Marketing Private Limited, Rhodanthe Foods Private Limited, and Ready Roti India Private Limited. Details included the number of equity shareholders, secured creditors, unsecured creditors, and their respective consents to the scheme.5. While most companies did not require meetings of shareholders and creditors to be held due to unanimous consent, the court directed the convening of a meeting specifically for the unsecured creditors of Mindscape One Marketing Private Limited. This meeting was deemed necessary to examine the proposed scheme of amalgamation and safeguard the rights of all stakeholders involved.6. The court provided detailed directions regarding the conduct of the meetings, including the appointment of a Chairperson, remuneration for the Chairperson, quorum requirements, permission for proxy voting, advertisement of the meeting, and submission of a report by the Chairperson on the meeting's outcome. The judgment concluded by disposing of the application in accordance with the directives outlined for the meetings.