2021 (4) TMI 1063 - Tri - Companies Law

Scheme of amalgamation and merger - seeking to dispense with the convening and holding of the meeting of Shareholders, Unsecured Creditors of the Transferor Company - seeking to dispense with the convening and holding of the meeting of Shareholders, Secured Unsecured Creditors of the Transferee Company and to convene the Meeting of Secured Creditors of the Transferor Company etc. - 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 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 - the case, made out by the Applicants so as to grant relief as sought for, by dispensing with the meeting of the Shareholders of the Applicant Companies and Unsecured Creditors of the Transferor Company and convene the meeting of the Secured Creditors of the Transferor Company by appointing the Chairperson and Scrutinizer for convening the meeting, fixing venue, time, quorum etc. is accepted. Application allowed.

Summary

Issues involved:
Dispensing with the convening and holding of meetings of shareholders and creditors, approval of the proposed Scheme of Arrangement, compliance with Companies Act provisions, appointment of Chairperson and Scrutinizer for creditor meeting, following statutory procedures for approval of the scheme.

Analysis:

1. Dispensing with Meetings:
The Applicant Companies filed C.A. (CAA) No. 12/BB/2021 seeking to dispense with the convening and holding of meetings of Shareholders and Creditors under Sections 230 & 232 of the Companies Act, 2013. The Tribunal carefully examined the pleadings and provisions of the Companies Act, 2013. The Scheme was found to be in the best interests of the companies and shareholders, duly certified by Chartered Accountants, and approved by the respective Boards of Directors.

2. Compliance and Certification:
The Companies followed all relevant provisions of the Companies Act in framing the Scheme, with Statutory Auditors certifying details of shareholders, creditors, and accounting treatment compliance. Material facts were disclosed, and necessary documents were submitted. The Tribunal, satisfied with the case presented, granted relief by dispensing with certain meetings and convening the Secured Creditors' meeting for approval of the Scheme.

3. Directions and Appointments:
The Tribunal disposed of the case with specific directions: dispensing with shareholder and unsecured creditor meetings, convening the Secured Creditors' meeting on a specified date and appointing a Chairperson and Scrutinizer for the meeting. The Chairperson and Scrutinizer were directed to follow all Companies Act provisions and file reports within the stipulated timeline.

4. Further Procedures:
The Applicant Companies were granted time to file a Company petition for sanction of the Scheme after meeting all statutory compliances. Any aggrieved party could approach the Tribunal through Interim Applications for appropriate directions. The order outlined the process to be followed for the Scheme's approval, emphasizing compliance with legal requirements and due procedures.

This detailed analysis highlights the key aspects of the judgment, focusing on the legal intricacies and procedural steps involved in approving the Scheme of Arrangement as per the Companies Act, 2013.