2019 (11) TMI 1529 - Tri - Companies Law

Approval of Composite Scheme of Arrangement and Amalgamation - section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Directions regarding holding and convening of various meetings issued - directions regarding issuance of notices in relations to meetings issued - application disposed off.

Summary

Issues Involved:
1. Directions for holding meetings of equity shareholders.
2. Dispensation with meetings of unsecured creditors.
3. Appointment of a Chairperson for conducting meetings.
4. Issuance of notices to statutory authorities.

Issue-wise Detailed Analysis:

1. Directions for Holding Meetings of Equity Shareholders:
The application was filed by several companies under sections 230-232 of the Companies Act, 2013, seeking directions for holding meetings of equity shareholders for a Composite Scheme of Arrangement and Amalgamation. The Tribunal directed the meetings to be held at specified dates and times for each Transferor Company and the Transferee Company. For example, the meeting for Transferor Company 1 was scheduled for 03:30 PM on 24th December 2019 at Sundaram Learning & Development Centre, Chennai. Similar directions were provided for the other companies involved.

2. Dispensation with Meetings of Unsecured Creditors:
The applicant companies sought to dispense with the meetings of unsecured creditors. The Tribunal noted that the consent affidavits from unsecured creditors did not have the necessary authorizations. Consequently, the Tribunal directed that meetings of the unsecured creditors be held at specified dates and times. For instance, the meeting for the unsecured creditors of Transferor Company 1 was scheduled for 02:00 PM on 27th December 2019 at Task Pressings Limited, Chennai.

3. Appointment of a Chairperson for Conducting Meetings:
The Tribunal appointed Mr. Cibi Vishnu, Advocate, as the Chairperson for the meetings, with the Managing Directors of the respective companies as alternate chairpersons. The fee for the Chairperson was consolidated, and Mr. I.B. Hari Krishna, PCS, was appointed as the Scrutinizer with a consolidated fee for his services.

4. Issuance of Notices to Statutory Authorities:
The Tribunal directed the applicant companies to send individual notices of the meetings through registered post, speed post, courier, or email, 30 days in advance. Additionally, advertisements were to be published in the English Daily "News Today" and the Tamil Daily "Makkal Kural" at least 30 days before the meetings. Notices were also to be sent to the concerned Regional Director, MCA, Income Tax Authorities, Registrar of Companies Chennai, Official Liquidator, and other sectoral regulators.

Additional Directions:
- The quorum for the meetings was specified, such as 2 equity shareholders and 15 unsecured creditors for Transferor Company 1.
- Voting on the proposed Scheme was allowed in person, and the Chairperson was responsible for reporting the results within 3 days of the meeting.
- The applicant companies were to furnish copies of the Scheme free of charge upon request.
- An affidavit of service of notice and publication of advertisement was to be furnished at least a week before the proposed meetings.

Conclusion:
The Tribunal allowed the application on the specified terms, ensuring compliance with the applicable laws and formats under the Companies Act, 2013, and the Companies (Compromises, Arrangements, Amalgamations) Rules, 2016.