2021 (4) TMI 1238 - Tri - Companies Law

Approval of scheme of amalgamation - seeking dispensation of the various meeting - seeking holding and convening of various meetings - sections 230-232 of the Companies Act, 2013 - HELD THAT - Various directions regarding holding and convening of various meetings issued - directions regarding issuance of notices for such meetings also issued. Application allowed.

Summary

Issues Involved:
1. Dispensation of the meeting of the preference shareholder.
2. Direction for holding and convening meetings of equity shareholders, secured and unsecured creditors.
3. Compliance with statutory requirements and regulatory observations.
4. Verification of company status and director qualifications.
5. Reliefs sought by the applicant amalgamated company.

Detailed Analysis:

1. Dispensation of the Meeting of the Preference Shareholder:
The applicant amalgamated company requested the dispensation of the meeting of the preference shareholder, as there is only one non-convertible cumulative redeemable preference shareholder, which is the amalgamating company itself. The preference shareholder provided its consent for the proposed scheme of amalgamation. The Tribunal accepted this request and dispensed with the meeting of the preference shareholder based on the consent affidavit.

2. Direction for Holding and Convening Meetings of Equity Shareholders, Secured, and Unsecured Creditors:
The Tribunal directed the holding and convening of meetings of equity shareholders, secured creditors, and unsecured creditors through video conferencing/other audio-visual means (VC/OAVM) on 25th June 2021 at different times. The equity shareholders' meeting was scheduled for 3 p.m., the secured creditors' meeting for 11 a.m., and the unsecured creditors' meeting for 1 p.m. The voting was to be carried out through remote e-voting and e-voting at the time of the VC/OAVM meetings.

3. Compliance with Statutory Requirements and Regulatory Observations:
The applicant amalgamated company complied with the statutory requirements by submitting audited and provisional balance sheets, auditor certificates, and obtaining no adverse representations from BSE and NSE. The Tribunal directed the publication of an advertisement about the convening of the meetings in English and Hindi newspapers, and the sending of notices to shareholders and creditors. The notices were to include the scheme, the statement required under Section 102 of the Act, and instructions for remote e-voting.

4. Verification of Company Status and Director Qualifications:
The applicant amalgamated company confirmed that there were no pending proceedings under Sections 235 and 250A of the Companies Act, 1956, or applicable provisions of the Companies Act, 2013, against either company. Additionally, neither company was registered as a non-banking financial company, nor were they shell companies. It was also confirmed that none of the directors were disqualified under Section 164 of the Companies Act, 2013.

5. Reliefs Sought by the Applicant Amalgamated Company:
The Tribunal granted the following reliefs:
- Dispensation of the meeting of the preference shareholder.
- Direction to hold and convene meetings of equity shareholders, secured, and unsecured creditors.
- Direction to issue notices to statutory authorities under Section 230(5) of the Companies Act, 2013.
- Appointment of a Chairman and Scrutinizer for the meetings.
- Instructions for the publication of advertisements and sending of notices.
- Determination of quorum and voting procedures for the meetings.
- Requirement for the Chairman to file an affidavit and report the results of the meetings to the Tribunal.

The Tribunal's order ensured that all procedural requirements were met and that the proposed scheme of amalgamation would be considered and approved by the relevant stakeholders.