2021 (1) TMI 519 - Tri - Companies Law

Seeking to amend/modify the order to the effect and extent of directing that the requisite meeting of the Secured Creditor of the Applicant No. 1 / Transferor Company shall he convened and held on 22.02.2020 or any such date with adequate opportunity for the Applicant Companies to adhere to the statutory timelines prescribed for sending as well as advertising notice of the said meeting - Section 230-232 420 of the Companies Act, 2013 r/ w Rules 11 154 of the NCLT Rules, 2016 - HELD THAT - Application is disposed of with following directions by modifying order dated 03.12.2020 passed in the case (1) A Meeting of Secured Creditor of the Applicant Company No. 1/ Transferor Company is directed to be convened and held on 22nd February 2021, for the purpose of considering the proposed Scheme of Amalgamation. (2) The Quorum for the meeting of the Secured Creditor of the Applicant No. 1 /Transferor Company shall be 1 (one). (3) The Order dated 03.12.2020 passed in CA (CAA) No.44/BB/2020 stands modified to the extent above and other directions given in the said order shall remain unchanged. This order will form part and parcel of the order dated 03.12.2020 passed in CA (CAA) No.44/BB/2020.

Summary

Issues:
1. Amendment sought for convening and holding meetings of Secured Creditors.
2. Delay in sending notices and advertising meeting details.
3. Clarification on the number of Secured Creditors.
4. Modification of previous order for meeting arrangements.

Analysis:
1. The application filed under Sections 230-232 & 420 of the Companies Act, 2013 sought amendments to the previous order to direct the meeting of Secured Creditors for the Transferor Company. The Applicant Companies requested modifications to the meeting dates and quorum requirements.

2. The Applicant Companies faced challenges in sending meeting notices and advertising due to delayed receipt of the order. They sought clarification and modification to comply with statutory timelines and Rules 6-7 of the Companies (CAA) Rules, 2016. The Tribunal acknowledged the difficulties faced by the Applicants and granted the requested relief.

3. The Certificate issued by Chartered Accountants indicated two Secured Creditors, leading to confusion regarding the quorum requirements. Upon clarification that there was only one Secured Creditor, the Applicant sought modification of the order. The Tribunal considered this discrepancy and allowed the application for necessary corrections.

4. After hearing the Applicant's counsel and reviewing the pleadings, the Tribunal found merit in the Applicant's reasons for seeking relief. Consequently, the Tribunal allowed the application and issued directions to convene and hold the Secured Creditors' meeting with revised dates and quorum specifications. The modification to the previous order was made to ensure compliance and facilitate the proposed Scheme of Amalgamation effectively.