2020 (12) TMI 1238 - Tri - Companies Law

Approval of scheme of Amalgamation - seeking to dispense with the meetings of the Equity Shareholders of both the Applicant Companies and Unsecured Creditors Secured Creditors of the Applicant Company - Sections 230 232 of the Companies Act 2013 R/w Rule 3(2) of the Companies (Compromises Arrangements and Amalgamations) Rules 2016 - HELD THAT - The Companies have disclosed material information with regard to the Scheme in question and in the normal circumstances it is the prerogative of concerned Companies to evolve a Scheme suitable to them and the Tribunal is only empowered to examine the Scheme broadly whether the Scheme is prepared in accordance with law and the interest of all the stakeholders of Companies involved are taken care of by affording due notice of Scheme etc. The Scheme in question prima facie found to be in the larger interests of the Companies involved and their stakeholders. The Tribunal is empowered under Section 230(9) of the Companies Act 2013 to dispense with calling of a meeting of creditors or class of creditors where such creditors or class of creditors having at least ninety per cent value agree and confirm by way of affidavit to the Scheme of compromise or arrangement. Therefore there is no necessity to convene the meetings for the same purpose and the Tribunal can allow the Application as prayed for on the principle of ease of doing business. Application disposed off.

Summary

Issues involved:
Application under Sections 230 & 232 of the Companies Act, 2013 for dispensing with meetings of Equity Shareholders and Creditors of Applicant Companies.

Detailed Analysis:

1. Application Details:
The application was filed seeking dispensation of meetings of Equity Shareholders and Creditors of the Applicant Companies under Sections 230 & 232 of the Companies Act, 2013. The Applicant Companies were M/s. I-Nurture Education Solutions Private Limited and M/s. Krackin Technologies Private Limited.

2. Facts and Certifications:
Detailed facts of the case were presented, including the structure of the companies, their shareholders, and creditors. Certificates from Chartered Accountants were provided, confirming the shareholders and creditors of the companies. Shareholders and creditors gave their consent for the proposed Scheme and dispensation of meetings.

3. Board Approval and Rationale:
The Board of Directors of the Applicant Companies approved the Scheme of Amalgamation. The rationale behind the Scheme included pooling development facilities of both companies for mutual benefit and market penetration.

4. Legal Considerations:
The Tribunal carefully examined the pleadings, relevant provisions of the Companies Act, 2013, and the presented law. The Scheme was found to be in the best interests of the companies and stakeholders. The Tribunal emphasized the importance of shareholder and creditor consent for dispensation of meetings.

5. Tribunal Decision:
Under Section 230(9) of the Companies Act, 2013, the Tribunal has the power to dispense with creditor meetings if at least ninety per cent in value agree to the Scheme. As such consent was obtained, the Tribunal decided to dispense with the meetings and allowed the Applicant Companies to file the necessary Petition for sanctioning the Scheme.

6. Order and Directions:
The Tribunal disposed of the application with directions to dispense with the meetings of Equity Shareholders and Creditors, allowing the filing of the Company Petition for the Scheme's sanction. Parties were granted the right to file a miscellaneous application if aggrieved by the Order.

This detailed analysis highlights the key aspects of the judgment, including the application details, factual background, legal considerations, and the Tribunal's decision and directions regarding dispensation of meetings and the Scheme of Arrangement.