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2019 (4) TMI 1996 - Tri - Insolvency and BankruptcyScheme of Merger - seeking order to convene, hold and conduct the meeting of Equity Shareholders and Unsecured Creditors in relation to the Transferee Company - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT - Various directions regarding holding and convening of various meetings issed - directions regarding issuance of Notices also issued. The scheme is approved - application allowed.
Issues:
1. Application under Sections 230 to 232 of the Companies Act, 2013 for convening meetings of Equity Shareholders and Unsecured Creditors. 2. Appointment of Chairman and procedures for conducting meetings. 3. Directions to Transferee Company regarding voting arrangements and meeting proceedings. 4. Notice issuance to statutory authorities and regulators. 5. Publication requirements in newspapers and on the company's website. 6. Timeline for presenting the Company Petition. Analysis: Issue 1: Application under Sections 230 to 232 of the Companies Act, 2013 The judgment concerns an application filed under Sections 230 to 232 of the Companies Act, 2013. The application seeks an order to convene, hold, and conduct meetings of Equity Shareholders and Unsecured Creditors in relation to the Transferee Company, which is proposed to be merged with the Applicant Company. Issue 2: Appointment of Chairman and procedures for conducting meetings For the meeting of Equity Shareholders, the judgment appoints a Chairman and fixes the meeting date, time, and place. The quorum is set at 2 members, with provisions for adjournment if the quorum is not met initially. Similar arrangements are made for the meeting of Unsecured Creditors, with a quorum of 25 members. The Chairman is tasked with ensuring fair proceedings and filing a report within one week post-meeting. Issue 3: Directions to Transferee Company regarding voting arrangements and meeting proceedings The Transferee Company is directed to provide facilities for voting, notify stakeholders in advance, and ensure transparency during the meetings. The Chairman's remuneration is to be determined according to prevailing practices, with the company responsible for payment. Issue 4: Notice issuance to statutory authorities and regulators The Registry is instructed to issue notices to relevant authorities such as the Reserve Bank of India, Ministry of Corporate Affairs, and Income Tax Authorities. These authorities have 30 days to raise objections or representations; otherwise, their non-response will be construed as no objection. Issue 5: Publication requirements in newspapers and on the company's website The Applicant Company is directed to publish notices in newspapers with wide circulation, both in English and a vernacular language. Additionally, the notice must be displayed on the company's website and notice board, as well as on the Tribunal's notice board, ensuring widespread dissemination. Issue 6: Timeline for presenting the Company Petition The Applicant Company is granted a two-week window from the submission of reports by the Chairman to present the Company Petition, thereby concluding the application process. In conclusion, the judgment meticulously addresses each issue, outlining specific directives and timelines to ensure compliance with legal procedures and transparency in the merger process.
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