2021 (6) TMI 488 - Tri - Companies Law

Approval of scheme of amalgamation - seeking to dispense with the meeting of Equity Shareholders and Secured Creditors of the Applicant Companies - seeking to direct to convene the meeting of Unsecured Creditors of the Applicant Company - Sections 230 232 of the Companies Act, 2013 - HELD THAT - The Companies has 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 Companies 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. Convening and holding of the meetings of the Equity Shareholders of the Applicant Companies is hereby dispensed with - Convening and holding of the meetings of the Secured Creditors of the Applicant Companies is hereby dispensed with - Application disposed off.

Summary

Issues:
Application under Sections 230 & 232 of Companies Act, 2013 seeking dispensation of meetings of Equity Shareholders and Secured Creditors, and direction to convene meeting of Unsecured Creditors.

Analysis:
- The Applicant Companies, Transferor and Transferee, sought dispensation of meetings as per Sections 230 & 232 of the Companies Act, 2013. The Scheme of Amalgamation was approved by the Board of Directors of both companies.
- The Applicant Companies provided detailed information about their shareholders, creditors, and compliance with accounting standards. The Statutory Auditors issued certificates confirming the same.
- The Tribunal reviewed the pleadings, relevant provisions of the Companies Act, 2013, and found the case presented by the Applicants convincing.
- The Tribunal granted relief by dispensing with the meetings of Equity Shareholders and Secured Creditors, while directing the convening of the Unsecured Creditors' meetings.
- Specific directions were given for the Unsecured Creditors' meetings, including appointment of Chairperson and Scrutinizer, fixing venue, time, quorum, and publication of meeting notices.
- The Chairperson and Scrutinizer were directed to follow all provisions of the Companies Act, 2013 and Rules in convening the meetings.
- Reports were to be filed with the Tribunal within two weeks after the meetings, followed by the Applicant Companies filing necessary petitions for sanction of the Scheme.
- The order allowed for aggrieved parties to approach the Tribunal through Interim Applications for appropriate directions.

This detailed analysis covers the key aspects of the judgment, including the application, facts of the case, submissions by the Counsel, Tribunal's evaluation, relief granted, and specific directions provided for convening the creditors' meetings in accordance with the Companies Act, 2013.