2021 (3) TMI 1056 - Tri - Companies Law

Seeking of Amalgamation Scheme - seeking to dispense with the convening and holding of the Meeting of Equity Shareholders of the Applicant Companies and Secured Creditors of the Applicant No.2 and Unsecured Creditors of the Applicant No.1 - seeking direction to convene the Meeting of Unsecured Creditors of the Applicant No.2 etc. - HELD THAT - Various directions regarding holding and convening various meetings issued - various directions regarding issuance of notices of the meetings, also issued. Application allowed.

Summary

Issues Involved:
1. Dispensation of meetings for equity shareholders, secured creditors, and unsecured creditors.
2. Approval of the Scheme of Amalgamation.
3. Compliance with provisions of the Companies Act, 2013 and related regulations.

Issue-wise Detailed Analysis:

1. Dispensation of Meetings for Equity Shareholders, Secured Creditors, and Unsecured Creditors:
The Applicant Companies sought to dispense with the convening and holding of meetings for the equity shareholders of Applicant Company No.1, the secured creditors of Applicant Company No.2, and the unsecured creditors of Applicant Company No.1. The Tribunal noted that the Chartered Accountants had certified the existing shareholders and creditors, and the necessary affidavits and no-objection certificates were filed by the respective parties. The Tribunal was convinced by the compliance with the extant provisions of the Companies Act, 2013, and granted the dispensation for these meetings.

2. Approval of the Scheme of Amalgamation:
The Scheme of Amalgamation involved the merger of WeP Digital Services Limited (Applicant Company No.1) with WeP Solutions Limited (Applicant Company No.2). The rationale for the Scheme included simplification of the group structure, greater efficiency in cash management, and maximization of shareholder value. The Board of Directors of both companies approved the Scheme in their respective meetings held on 28th December 2020. The Statutory Auditors certified that the proposed accounting treatment complied with the relevant regulations and accounting standards. The Tribunal directed the convening of meetings for the equity shareholders and unsecured creditors of Applicant Company No.2 to consider and approve the Scheme.

3. Compliance with Provisions of the Companies Act, 2013 and Related Regulations:
The Tribunal ensured that the Applicant Companies followed the provisions of the Companies Act, 2013, and the related rules and regulations. The Tribunal directed the appointed Chairperson and Scrutinizer to oversee the meetings and report back within two weeks. The Applicant Companies were granted an additional two weeks to file a Company petition to seek sanction of the Scheme, subject to all statutory compliances. The Tribunal also provided an opportunity for any aggrieved party to approach it by filing an Interim Application.

Conclusion:
The Tribunal's order disposed of C.A. (CAA) No.13/BB/2021 with specific directions to convene and hold meetings for the equity shareholders and unsecured creditors of Applicant Company No.2, while dispensing with the meetings for the equity shareholders and unsecured creditors of Applicant Company No.1 and the secured creditors of Applicant Company No.2. The Tribunal emphasized adherence to the extant provisions of the Companies Act, 2013, and related rules in the process.