2022 (6) TMI 1320 - Tri - Insolvency and Bankruptcy

Sanction of Scheme of Arrangement - seeking issuance of directions for dispensation of the meeting of Equity Shareholders of Transferor Company 1, Transferor Company 2 and Transferee Company and directions for dispensation of meeting of Unsecured Creditors of Transferor Company 1, Transferor Company 2 and Transferee Company - HELD THAT - In view of the settled law, is empowered to dispense with the meeting of shareholders if they have given their consent. Further, in view of Section 230(9) of the Companies Act, 2013, the Tribunal is empowered to dispense with calling of a meeting of creditor or class of creditors where such creditors or class of creditors, having at least ninety percent value, agree and confirm, by way of affidavit, to the scheme of compromise or arrangement. Various directions with regard to holding, convening and dispensing with various meetings issued - application disposed off.

Summary

Issues Involved:
Application under Sections 230 to 232 of the Companies Act, 2013 for Scheme of Arrangement between Applicant Companies.

Analysis:
1. The application was filed by the Applicant Companies seeking approval for a Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013. The prayers included allowing the application, dispensing with meetings of Equity Shareholders and Unsecured Creditors, and any other orders deemed fit by the Tribunal.

2. The Applicant Companies' Affidavit, representing the application's maintainability under Rule 3(2) of the Rules, stated the registered offices' jurisdiction within the Tribunal's area. The proposed amalgamation was to be conducted under Sections 230 to 232 of the Companies Act, 2013, with an appointed date of 01.04.2021.

3. Details of the Transferor Company No. 1, Transferor Company No. 2, and Transferee Company were provided, along with their authorized share capital, incorporation dates, and share structures. The Board of Directors of the Applicant Companies had approved the proposed Scheme of Arrangement.

4. Consent affidavits from Equity Shareholders and Unsecured Creditors of the Transferor Companies were obtained, meeting the necessary requirements. Audited Financial Statements for the financial year ended 31st March, 2021, and compliance with Section 133 of the Companies Act, 2013, were confirmed by the statutory auditors.

5. The Tribunal, empowered by law, dispensed with the meetings of Shareholders and Unsecured Creditors of the Transferor Companies due to obtained consents. However, a meeting of Shareholders of the Transferee Company was directed to be held due to not all shareholders providing consent, as required by Section 230(9) of the Companies Act, 2013.

6. Detailed directions were provided for conducting the meeting of Shareholders of the Transferee Company, including appointing a Chairperson, Alternate Chairperson, and Scrutinizer. The meeting's quorum, procedures, fees, notices, voting methods, and authorities to be informed were specified to ensure compliance with applicable laws and regulations.

7. The Tribunal disposed of the case, CA (CAA) 44 (ND) of 2022, after issuing comprehensive directions for conducting the necessary meetings and ensuring compliance with legal requirements and procedures.