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2021 (5) TMI 134 - Tri - Companies LawApplication for amendment in the scheme of amalgamation - HELD THAT - The proposed amendment is allowed and the applicant nos. 1, 2, 3, 4 and 6 are directed to file the amended petition along with amended scheme of amalgamation within 2 weeks from the date of this order. Application disposed off.
Issues:
Amendment in scheme of amalgamation in C.P. (CAA) NO. 779/KB/2019. Analysis: The applicants sought an amendment in the scheme of amalgamation in C.P. (CAA) NO. 779/KB/2019. Initially, an application was filed for dispensation of meetings of Equity Shareholders and unsecured creditors of certain applicant companies, which was allowed. Subsequently, the Board of Directors of the applicant companies passed a resolution for an amendment in the scheme, withdrawing the name of one applicant from the scheme. Shareholders and unsecured creditors of the applicant companies provided written consent to the proposed amended scheme, waiving the need for meetings. A fresh share valuation report was prepared by an IBBI Registered Valuer, maintaining the share exchange ratio. The Tribunal allowed the proposed amendment and directed the filing of the amended petition within two weeks. The applicants were instructed to serve notice of the amended petition to various authorities. The amended petition was set for a final hearing on a specified date, subject to being defect-free. This judgment showcases the procedural aspects and requirements for amending a scheme of amalgamation under the Companies Act. It emphasizes the importance of obtaining shareholder and creditor consent, as well as the need for valuation reports to support any changes in the scheme. The Tribunal's decision to allow the proposed amendment highlights the significance of compliance with formalities and serving notice to relevant stakeholders. The detailed process followed by the applicants, including board resolutions, consent affidavits, and valuation reports, demonstrates a meticulous approach to restructuring corporate arrangements. The judgment underscores the legal framework governing corporate restructuring and the role of the Tribunal in overseeing such amendments to ensure transparency and adherence to statutory provisions.
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