2016 (4) TMI 1413 - HC - Companies Law

High Court directs Company to convene shareholder meeting for Scheme of Arrangement

The Bombay High Court ordered the Applicant Company to convene a meeting for equity shareholders to consider and approve a Scheme of Arrangement, ... Scheme of arrangement - section 230-232 of Companies Act - HELD THAT:- Various directions regarding holding and convening of various meetings issued - various directions regarding issuance of various notices also issued. The scheme is approved - application allowed. Issues:Convening and holding a meeting of equity shareholders to approve the Scheme of Arrangement. Providing e-voting facility for shareholders. Sending notices and instructions for the meeting. Appointment of Chairman for the meeting. Determining quorum and allowing voting by proxy. Handling disputes regarding equity shares. Filing of Affidavit and reporting to the Court. Exemption from convening meetings of secured and unsecured creditors.Analysis:The judgment by the Bombay High Court involves various issues related to the convening and conduct of a meeting of equity shareholders to approve a Scheme of Arrangement. The Court ordered the Applicant Company to convene a meeting at its registered office for shareholders to consider and approve the proposed scheme. The Company was directed to provide e-voting facilities in compliance with SEBI regulations, allowing shareholders to vote remotely. Notices with all relevant details, including e-voting instructions, were to be sent to shareholders well in advance.The Court dispensed with the requirement to publish notices in the Maharashtra Government Gazette. The Company was exempted from certain administrative formalities like settling the form of advertisement, proxy, and notice, with the Applicant Company undertaking to fulfill these requirements. The judgment specified the Chairman for the shareholders' meeting and granted them powers in line with the Articles of Association and relevant rules.Regarding the meeting itself, the judgment set the quorum at 30 equity shareholders and allowed voting by proxy if the necessary forms were filed within the stipulated time frame. Disputes over the number and value of equity shares were to be resolved by the Chairman of the meeting, whose decision would be final. The Chairman was required to file an Affidavit before the meeting and report the meeting's outcome to the Court within thirty days.The judgment also addressed the absence of secured creditors and the dispensation of the meeting for unsecured creditors due to the Scheme not affecting their interests. The Company undertook to notify unsecured creditors individually and publish notices as required. Overall, the judgment outlined detailed procedures and requirements for convening and conducting the shareholders' meeting, ensuring compliance with legal and regulatory obligations while safeguarding the interests of all stakeholders involved.