2020 (12) TMI 423 - Tri - Companies Law

Sanction of scheme of amalgamation - Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 R/w Companies (Compromises, Arrangements and Arrangements) Rules, 2016 - HELD THAT - The Companies have followed extant provisions of Companies Act in framing the Scheme in question, which are duly approved by the Board of Directors of the Companies involved. The Statutory Auditors/ Chartered Accountants of the Company have also issued respective Certificates by inter-alia certifying that the details of shareholders, creditors, and compliance of accounting treatment as prescribed U/s 133 of the Companies Act, 2013 with reference to the Scheme in question. The Applicant Companies have disclosed all the material facts relating to the Scheme in question and filed necessary documents along with the Application. It is hereby dispensed with convening and holding the meetings of the Shareholders and Unsecured Creditors of the Applicant Companies. The scheme is approved - application allowed.

Summary

Issues:
1. Application for dispensing with the meeting of shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013.
2. Approval of the Composite Scheme of Arrangement between two applicant companies.
3. Appointment of Chairperson and Scrutinizer for the meeting of Secured Creditors.
4. Compliance with Companies Act, 2013 and Rules for convening meetings and seeking sanction of the Scheme.

Detailed Analysis:
1. The application filed under Sections 230 to 232 of the Companies Act, 2013 sought to dispense with the convening and holding of meetings of shareholders and creditors of the applicant companies. The application aimed to direct the convening of a meeting of the Secured Creditors of one of the applicant companies. The Tribunal carefully examined the application, relevant provisions of the Companies Act, 2013, and the rules in question.

2. The Composite Scheme of Arrangement between the two applicant companies was approved by their respective Boards of Directors. The statutory auditors verified the records and certified the existing shareholders and creditors of the companies. The Tribunal found that the companies followed the provisions of the Companies Act in framing the scheme, and the necessary documents were filed along with the application. The Tribunal was convinced that all material facts were disclosed, leading to the grant of relief as requested.

3. For the meeting of the Secured Creditors of one of the applicant companies, a Chairperson and Scrutinizer were appointed. The meeting was scheduled for a specific date and time, with instructions for publication of the meeting notice in designated newspapers. The Chairperson and Scrutinizer were directed to adhere to all provisions of the Companies Act, 2013 and the relevant rules during the meeting.

4. The Tribunal issued directions for compliance with the Companies Act, 2013 and the Rules for convening the meetings and seeking sanction of the Scheme in question. The Chairperson and Scrutinizer were required to submit their reports to the Tribunal within a specified timeframe. The applicant companies were granted time to file an appropriate company petition to seek sanction of the Scheme, subject to statutory compliances. Additionally, provisions were made for addressing grievances through the appropriate legal channels.