2017 (6) TMI 1230 - Tri - Companies Law

Scheme of amalgamation allowed - calling, convening and holding of the meetings of the shareholders, secured and Unsecured Creditors or for its dispensation of the Applicant Companies need to be adhered as directed.

Summary

Issues Involved:
1. Dispensation of meetings for equity shareholders, secured, and unsecured creditors of Transferor Companies.
2. Dispensation of meetings for equity shareholders of the Transferee Company.
3. Directions for convening meetings for secured and unsecured creditors of the Transferee Company.
4. Appointment of Chairperson and scrutinizer for meetings.
5. Directions for reporting results of meetings.
6. Directions for filing documents for sanctioning the Scheme of Amalgamation.
7. Compliance with statutory requirements.

Detailed Analysis:

1. Dispensation of Meetings for Equity Shareholders, Secured, and Unsecured Creditors of Transferor Companies:
The Tribunal considered the application for dispensing with the requirement to convene meetings for the equity shareholders, secured, and unsecured creditors of the Transferor Companies (Nirvan Clothing Company Private Limited and Mikasa Enterprises Private Limited). The Transferor Company No.1 had 3 equity shareholders and one unsecured creditor, all of whom provided consents, thus the meeting was dispensed with. Similarly, Transferor Company No.2 had 3 equity shareholders and two unsecured creditors, all of whom provided consents, leading to the dispensation of the meeting.

2. Dispensation of Meetings for Equity Shareholders of the Transferee Company:
The Tribunal noted that the Transferee Company (Richa Global Exports Private Limited) had obtained consents from all its 3 equity shareholders. Consequently, the requirement to convene a meeting for equity shareholders was dispensed with.

3. Directions for Convening Meetings for Secured and Unsecured Creditors of the Transferee Company:
The Tribunal directed that meetings for the secured and unsecured creditors of the Transferee Company be held at Clay 1 Grand Banquet, New Delhi, on 21st July 2017. The quorum for the secured creditors' meeting was set at 18, and for unsecured creditors, it was set at 100. If the quorum was not met, the meetings would be adjourned by half an hour and reconvened with the present members.

4. Appointment of Chairperson and Scrutinizer for Meetings:
Hon’ble Justice Uma Nath Singh (Retd.) was appointed as the Chairperson, and Mr. Siddharth Mittal, Advocate, as the Alternate Chairperson for the meetings. Mr. Mukesh Mohan Gupta (C.A) was appointed as the scrutinizer. The Chairperson's fee was set at ?1,00,000, the Alternate Chairperson's fee at ?50,000, and the scrutinizer's fee at ?50,000.

5. Directions for Reporting Results of Meetings:
The Chairperson was directed to file reports within two weeks from the date of the meetings. The meetings were to be conducted with proper maintenance of proxy registers, and voting was to be allowed in person, by proxy, postal ballot, or electronic means.

6. Directions for Filing Documents for Sanctioning the Scheme of Amalgamation:
The Tribunal directed that individual notices of the meetings be sent 30 days in advance via registered post, speed post, courier, or email. Notices were also to be published in the English Daily Indian Express and Hindi Daily Jansatta. The applicant companies were required to send notices to the Central Government, Income Tax Authorities, Registrar of Companies, and other relevant regulators.

7. Compliance with Statutory Requirements:
The applicant companies were instructed to provide copies of the Scheme free of charge upon request and to file an affidavit of service of notice and publication of advertisements before the meetings. All directions were to be complied with in accordance with the Companies Act, 2013, and the Companies (Compromises, Arrangements, Amalgamations) Rules, 2016.

Conclusion:
The application was allowed based on the compliance with the statutory requirements and the consents obtained from the shareholders and creditors. The Tribunal provided detailed directions for convening and holding meetings, appointing officials, and ensuring proper reporting and compliance with legal provisions.