Scheme of Arrangement process: equity shareholders' meetings directed while unsecured creditors' meeting was dispensed with.

An application under Sections 230 and 232 of the Companies Act, 2013 sought directions for a proposed Scheme of Arrangement. The Tribunal verified the shareholding pattern, noted the absence of creditors in two applicant companies, and accepted the consent and no-objection of the unsecured creditors of the remaining company. It directed separate meetings of the equity shareholders of each applicant company, and fixed the venue, date, time, quorum, proxy arrangements, chairperson, advertisements, and statutory notices in accordance with the Companies (Compromises, Arrangements & Amalgamations) Rules, 2016. The unsecured creditors' meeting was dispensed with.

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Issues: Whether directions should be issued to convene separate meetings of the equity shareholders of the applicant companies and whether the meeting of unsecured creditors could be dispensed with for consideration of the proposed Scheme of Arrangement.

Analysis: The application was made under Section 230 read with Section 232 of the Companies Act, 2013 for directions in relation to a proposed Scheme of Arrangement. The Tribunal verified the shareholding position, the absence of creditors in two companies, and the consent and no-objection of the unsecured creditors of the remaining company. It then issued directions for convening separate meetings of the equity shareholders of each applicant company, fixed the venue, date and time, appointed the chairperson, prescribed quorum and proxy arrangements, and required advertisements and statutory notices to be issued in the manner contemplated by Section 230 of the Companies Act, 2013 and the Companies (Compromises, Arrangements & Amalgamations) Rules, 2016.

Conclusion: Directions were granted for convening the equity shareholders' meetings of all applicant companies, and the unsecured creditors' meeting was dispensed with.

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