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2021 (1) TMI 1122 - Tri - Companies LawApproval of scheme of Amalgamation - seeking dispensation of meetings of shareholders and creditors of Rangoli Creation Private Limited (Transferor Company) with Rangoli Sarees (Transferee Company) Limited - HELD THAT - Necessary directions issued regarding issuance of various notices - application disposed off.
Issues Involved:
Application seeking directions for dispensation of meetings of shareholders and creditors for a scheme of Amalgamation between two companies. Analysis: The Tribunal, in this judgment, addressed an application seeking directions for dispensation of meetings of shareholders and creditors of two companies involved in a scheme of Amalgamation. The Applicant Companies had already approved the scheme through Board Resolutions passed at meetings held on 3rd December, 2020. The Applicant Companies were engaged in the business of Sarees and other activities as per their Memorandum of Association. The learned counsel highlighted that the Amalgamation would lead to the consolidation of business operations, creating a common platform and benefiting the shareholders. It was emphasized that the larger pool of resources and manpower resulting from the Amalgamation would enable the transferee company to grow and prosper at a faster pace. The Applicant Companies sought dispensation of meetings of shareholders, as the shareholders had given their consent through affidavits. As there were no Secured or Unsecured Creditors, the need for conducting meetings of creditors did not arise. The Tribunal directed the Applicant Companies to serve notices, along with a copy of the Scheme, to various authorities as per the Companies Act, 2013. It was specified that if no response was received within 30 days, it would be presumed that the authorities had no objection to the Scheme. The Applicant Company was instructed to file an affidavit with the Registry confirming compliance with the directions regarding the issuance of notices. The judgment concluded by disposing of the application and directing the Registry to send a copy of the order to all parties involved. Additionally, it was mentioned that an urgent certified copy of the order would be supplied to the parties upon completion of formalities. This detailed analysis showcases the Tribunal's thorough consideration of the application and its decision to dispense with the meetings of shareholders and creditors for the Amalgamation scheme between the two companies.
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