2019 (8) TMI 1540 - Tri - Companies Law

Directions for the convening, holding and conducting of the meeting of the Equity/Preference Shareholders of all the Applicant Companies - dispensing with the convening, holding and conducting of the meeting of the Unsecured/Unsecured Trade Creditors of the said the Applicant Companies - sections 230 to 232 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the NCLT, Rules, 2016. HELD THAT - The Regisry is directed to issue notice to the concerned Regional Director, Ministry of Corporate Affairs, ROC concerned, Income Tax Authorities including the Assessing Officer of the I. T. Circle in relation to the Applicant Companies, SEBI, National Stock Exchange of India Ltd., BSE Limited, Central Depository Services Limited, Metropolitan Stock Exchange of India Ltd. and also notice to the Official Liquidator in relation to the 1 st and 2 nd Applicant Companies with the direction to appoint Chartered Accountants on his own for filing reports. In case, the scheme is exempted under the Competition Act, 2002, an affidavit to this effect is to be given. Otherwise, notice to CCI may also be issued. The Applicant Companies are directed to place the notice on their website, if any, and also place the same on the notice board of the registered office of Companies. The Applicant Companies are also directed to send private notices to the authorities by way of speed post and file the proof of service along with the paper publication, by way of an affidavit before the next date of hearing. Application disposed off.

Summary

Issues:
- Company Application under sections 230 to 232 of the Companies Act, 2013 for directions on shareholder meetings and dispensing with creditor meetings.

Analysis:
1. Equity and Preference Shareholders Meetings:
- Detailed procedures outlined for meetings of Equity and Preference Shareholders of Applicant Companies, including quorum, notice requirements, and consent affidavits.
- Specific details provided for each company regarding the number of shareholders, meeting schedules, locations, and publication requirements.

2. Secured and Unsecured Creditors:
- Confirmation of no Secured Creditors for all Applicant Companies, supported by certificates from independent Chartered Accountants.
- Unsecured Creditors' details and consent affidavits presented, with the requirement of more than 90% consent for dispensing with creditor meetings under section 230(9) of the Companies Act, 2013.

3. Directions to Statutory Authorities:
- Instructions issued to the Registry to notify relevant authorities like Regional Director, Ministry of Corporate Affairs, and Income Tax Authorities about the Applicant Companies' proceedings.
- Mention of potential objections or representations from statutory bodies within 30 days of notice receipt.

4. Compliance and Reporting Requirements:
- Mandate for Applicant Companies to publish notices on their websites and office notice boards, send private notices to authorities, and provide proof of service and publication.
- Timeline set for presenting the Joint Company Petition within two weeks of Chairman's report submission.

5. Decision and Disposal of Application:
- The Tribunal directed the Applicant Companies on meeting procedures, statutory notifications, compliance actions, and timeline for petition submission.
- The application was disposed of in accordance with the outlined directions and requirements.

This judgment by the National Company Law Tribunal, Special Bench, Chennai, addressed various aspects of Company Applications under the Companies Act, 2013, focusing on shareholder meetings, creditor consents, statutory notifications, and compliance measures. The detailed procedures for Equity and Preference Shareholders meetings, confirmation of no Secured Creditors, and requirements for Unsecured Creditor consents were highlighted. Additionally, specific instructions were given to notify statutory authorities, comply with publication and notification obligations, and adhere to the timeline for petition submission. The Tribunal's decision resulted in the disposal of the application following the outlined directives and compliance requirements.