2019 (5) TMI 1808 - Tri - Companies Law

Sanction of Amalgamation scheme - Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Various directions were issued with respect to calling, convening and holding of the meetings of the Shareholders, Secured and Unsecured Creditors or dispensing with the same - application allowed - decided in favor of appellant.

Summary

Issues involved:
Application under Sections 230 to 232 of the Companies Act, 2013 for approval of a Scheme of Arrangement between applicant companies.

Analysis:
1. Scheme Approval Process: The application filed under Sections 230 to 232 of the Companies Act, 2013 seeks approval for a Scheme of Arrangement between the applicant companies. The Scheme does not involve corporate debt restructuring as per Section 230(2) of the Act. The application is deemed maintainable under Rule 3(2) of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016.

2. Applicant Companies Details: Each of the three applicant companies has specific share capital structures and creditor compositions. Shareholders, Secured Creditors, and Unsecured Creditors of each company have provided their consents through affidavits, with detailed percentages and numbers specified for each category.

3. Approval Meetings: The Tribunal issues directions for convening meetings of Shareholders, Secured Creditors, and Unsecured Creditors of each applicant company. The necessity of holding meetings is obviated for certain categories where consents are already on record. Specific details regarding the timing, location, and quorum requirements for these meetings are provided.

4. Appointment of Officials: Officials such as the Chairperson, Alternate Chairperson, and Scrutinizer are appointed for the meetings. Fees for these officials are specified, along with instructions for maintaining proxy registers and filing reports post meetings.

5. Meeting Procedures: Detailed instructions are given for sending individual notices, publishing advertisements, and conducting voting on the proposed Scheme. The Chairperson is responsible for reporting the meeting results to the Tribunal within a specified timeframe.

6. Compliance and Disclosures: The applicant companies are directed to comply strictly with applicable laws, rules, and formats during the Scheme approval process. Notices are to be sent to relevant authorities and regulators, along with necessary documents and disclosures as per the Companies Act, 2013 and Rules, 2016.

7. Final Decision: The Tribunal allows the application on the specified terms, emphasizing the importance of adherence to legal requirements and procedural guidelines throughout the approval process.