2021 (6) TMI 728 - Tri - Companies Law

Approval of Composite Scheme of Arrangement - Section 230 to 232 read with Section 66 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Various directions regarding holding and convening of meetings issued - various directions regarding issuance of SCN also issued. The scheme is approved - Application allowed.

Issues Involved:
1. Dispensation of meetings for Equity Shareholders, Secured Creditors, and Unsecured Creditors of the Transferor Company.
2. Convening of meetings for Equity Shareholders and Unsecured Creditors of the Transferee Company.
3. Dispensation of meetings for Secured Creditors of the Transferee Company.
4. Directions for notices and advertisements regarding the meetings.
5. Compliance with statutory requirements and procedural directions.

Detailed Analysis:

1. Dispensation of Meetings for Equity Shareholders, Secured Creditors, and Unsecured Creditors of the Transferor Company:
The Transferor Company, M/s. TIL Nutraceuticals Private Limited, sought to dispense with the meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors. The Tribunal noted that there were only 5 equity shareholders, all of whom had provided consent affidavits supporting the scheme. Therefore, the necessity of convening and holding a meeting of the Equity Shareholders was dispensed with. The Tribunal acknowledged that there were no Secured Creditors, thus no meeting was required. For the single Unsecured Creditor, who had also provided a consent affidavit, the meeting was similarly dispensed with under clause (9) of Section 230 of the Companies Act, 2013.

2. Convening of Meetings for Equity Shareholders and Unsecured Creditors of the Transferee Company:
The Transferee Company, M/s. Tablets (India) Limited, was directed to hold a meeting of its Equity Shareholders on 14.07.2021 at 10:00 A.M. at its registered office for the purpose of considering and approving the proposed Scheme of Amalgamation. Similarly, a meeting of the Unsecured Creditors was scheduled for 14.07.2021 at 11:00 A.M. at Vestin Park, Chennai. The Tribunal specified the quorum for these meetings: 5 Equity Shareholders and 40 Unsecured Creditors or 25% of the value of the Unsecured Creditors, whichever is higher.

3. Dispensation of Meetings for Secured Creditors of the Transferee Company:
The Transferee Company had 2 Secured Creditors, both of whom had provided consent affidavits. Consequently, the Tribunal dispensed with the necessity of convening and holding a meeting of the Secured Creditors under clause (9) of Section 230 of the Companies Act, 2013.

4. Directions for Notices and Advertisements Regarding the Meetings:
The Tribunal directed that individual notices of the meetings be sent by the Transferee Company through registered post, speed post, courier, or e-mail, 30 days in advance. The notices should include the day, date, place, time, a copy of the Scheme, an explanatory statement, and the prescribed form of proxy. Additionally, advertisements were to be published in "Business Standard" (All India Edition) and "Dina Mani" Tamil (All Edition) at least 30 clear days before the meetings.

5. Compliance with Statutory Requirements and Procedural Directions:
The Tribunal outlined several procedural directions:
- Appointment of Mr. R. Thiruvengadam as Chairperson for the meetings, with Mr. Ranganathan Srinivasan Raghavan as alternate Chairperson.
- The Chairperson was tasked with issuing advertisements, sending out notices, and reporting the meeting results within 3 days post-meeting.
- Notices were to be sent to relevant statutory authorities, including the Regional Director, ROC, Official Liquidator, and Income Tax Authorities, with a 30-day window for objections.
- The Official Liquidator was directed to appoint Chartered Accountants to submit a report on the Transferor Company.
- The Applicant Companies were required to provide copies of the Scheme free of charge to any requisitioning Equity Shareholders and Unsecured Creditors.
- An affidavit of service of notice and publication of advertisement was to be furnished by the Authorized Representatives of the Transferor and Transferee Companies at least a week before the meetings.
- The Tribunal emphasized strict compliance with applicable laws, forms, and formats, and directed the Registry to display the notice on the NCLT, Chennai notice board.

The applications CA/807/CAA/2020 and CA/858/CAA/2020 were allowed on these terms.

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