Dispensation of Shareholder Meetings Approved with Directions for Creditor Meetings

The application seeking dispensation of meetings for equity shareholders and unsecured creditors was granted. Meetings for equity shareholders and unsecured creditors were dispensed with as consents were obtained. Directions were given for convening a meeting of secured creditors. Notices for meetings were to be published in specified newspapers and individual notices sent. Compliance with statutory requirements and procedural rules under the Companies Act, 2013 was mandated. The Tribunal approved the application with detailed instructions to ensure strict adherence to legal procedures by the applicants.

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Issues Involved:
1. Dispensation of meetings for equity shareholders and creditors.
2. Directions for convening meetings of secured creditors.
3. Issuance and publication of notices for meetings.
4. Compliance with statutory requirements and procedural rules.

Detailed Analysis:

1. Dispensation of Meetings for Equity Shareholders and Creditors:
The applicants sought to dispense with the requirement of convening, holding, and conducting meetings of the equity shareholders and unsecured creditors of the Applicant Companies, as per sections 230(1) and 232(1) of the Companies Act, 2013. It was represented that all equity shareholders of the Demerged Company and Resulting Companies had given their consents via affidavits. Specifically, the Demerged Company had 10 equity shareholders and 55 unsecured creditors, of which 26 unsecured creditors, constituting 92.11% of the total debt, had consented. The Resulting Companies had no secured or unsecured creditors. Therefore, the necessity of convening and holding meetings for equity shareholders and unsecured creditors was dispensed with.

2. Directions for Convening Meetings of Secured Creditors:
The Demerged Company had 6 secured creditors and sought directions for convening a meeting of these creditors. The Tribunal directed that the meeting of the secured creditors be held on November 24, 2017, at 11:00 AM, with a quorum of 6 in number or 100% in value. The necessity of convening meetings for secured creditors of the Resulting Companies was not applicable as there were no secured creditors.

3. Issuance and Publication of Notices for Meetings:
The Tribunal issued directions for the publication of notices in Business Standard (English, Delhi Edition) and Jansatta (Hindi, Delhi Edition) at least 30 days before the meeting. Individual notices were to be sent through registered post, speed post, courier, or email, including the Scheme of Arrangement, an explanatory statement, and a proxy form. The Chairperson and Alternate Chairperson were appointed to oversee the meetings and report the results within two weeks.

4. Compliance with Statutory Requirements and Procedural Rules:
The applicants were required to comply with the provisions of the Companies Act, 2013, and the Companies (Compromises, Arrangements, Amalgamations) Rules, 2016. Notices were to be sent to the Central Government, Income Tax Authorities, Regional Director, Registrar of Companies NCT Delhi & Haryana, Ministry of Information and Technology, and Real Estate Regulatory Authority (RERA). The applicants were also directed to provide copies of the Scheme free of charge upon request and furnish an affidavit of service of notice and publication of advertisement at least a week before the proposed meetings.

Conclusion:
The application was allowed on the terms specified, with detailed directions for the dispensation of meetings, convening of secured creditors' meetings, issuance, and publication of notices, and compliance with statutory requirements. The Tribunal ensured that all procedural and legal requirements were strictly adhered to by the applicants.

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