2020 (11) TMI 998 - Tri - Insolvency and Bankruptcy

Approval of scheme of amalgamation - section 230 to 232 of the Companies Act, 2013 - HELD THAT - The meeting of Equity Shareholders and Unsecured Creditors were dispensed with in view of the consents given by all the Equity Shareholders and Unsecured Creditors of the Petitioner Companies - Directions regarding issuance of notices, issued - application allowed.

Summary

Issues:
1. Dispensation of meetings of Equity Shareholders and Unsecured Creditors.
2. Filing of Company Petition under sections 230 to 232 of the Companies Act, 2013.
3. Publication of notice of hearing in local newspapers.
4. Serving notice of the Petition on specified authorities.
5. Hosting notices on the Petitioner Companies' websites.
6. Filing an affidavit of service.
7. Issuance of urgent certified copy of the order.

Analysis:
1. The judgment discusses the dispensation of meetings of Equity Shareholders and Unsecured Creditors in the context of the consents given by all the concerned parties. It is noted that there are no Secured Creditors in the Petitioner Companies, eliminating the need for a meeting of such creditors. This decision aligns with the provisions of the Companies Act, 2013, and the specific Order passed by the Tribunal in this regard.

2. The filing of the Company Petition is addressed under sections 230 to 232 of the Companies Act, 2013. The Petitioner Companies are required to comply with the rules and regulations governing such filings, ensuring adherence to the legal framework. The submission of the Company Petition is a crucial step in initiating the process of compromise, arrangements, or amalgamations as per the applicable laws.

3. Regarding the publication of the notice of hearing, the judgment mandates that the Petitioners must publish the notice in two local newspapers, specifically "Financial Express" in English and its Bengali translation in "Aajkal." This publication requirement aims to inform stakeholders and the public about the upcoming hearing, ensuring transparency and compliance with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

4. The judgment emphasizes the importance of serving notice of the Petition on various authorities, including the Central Government, Registrar of Companies, Income Tax Department, Reserve Bank of India, Official Liquidator, and other relevant regulators. This step is crucial for soliciting representations, if any, from these authorities within a specified timeframe, facilitating a comprehensive review of the proposed scheme by all relevant stakeholders.

5. In line with modern practices, the judgment directs the Petitioner Companies to host the notices on their websites, if available. This digital dissemination of information complements the traditional methods of publication, enhancing accessibility and ensuring broader reach to interested parties and authorities.

6. To validate the service of notices and publications, the judgment requires the Petitioner Companies to file an affidavit of service. This affidavit serves as a formal confirmation of compliance with the notification requirements, documenting the steps taken to notify stakeholders and authorities about the ongoing proceedings.

7. Lastly, the judgment addresses procedural aspects such as sending e-mail copies of the order to all parties and their representatives, as well as the issuance of an urgent certified copy of the order upon request. These administrative directives aim to streamline communication and documentation processes, ensuring efficient handling of the case and maintaining transparency throughout the legal proceedings.