2021 (7) TMI 708 - Tri - Companies Law

Approval of scheme of Amalgamation - seeking dispensation of meeting of Equity Shareholders, secured creditors and unsecured creditors of all the applicant companies - seeking direction for holding and convening the meetings of unsecured creditors of applicant companies - HELD THAT - The meetings of the Shareholders of all the applicant companies as well as meetings of Secured Creditors of Applicant Company No. 2 and Applicant Company No. 4 and the meeting of Unsecured Creditors of Applicant Company No. 3 are hereby dispensed with. Since there are no Secured Creditors and Unsecured Creditors in Applicant Company No. 1 and no Secured Creditor in Applicant Company 3, question for convening of meetings of Secured Creditors and Unsecured Creditors in Applicant Company 1 and meeting of Secured Creditor in Applicant Company 3 does not arise at all. The present application complies all the requisite criteria of section 230-232 of the companies Act, 2013 - the present application is allowed.

Issues:
1. Dispensation of meetings of Equity Shareholders, secured creditors, and unsecured creditors of applicant companies under Sections 230 to 232 of the Companies Act, 2013.
2. Approval of Scheme of Amalgamation involving multiple companies.
3. Compliance with Accounting Standards and absence of Competition Commission concerns.
4. Details of shareholders, secured creditors, and unsecured creditors of each applicant company.
5. Decision on dispensing with certain meetings based on consent received.
6. Directions for convening meetings of unsecured creditors of specific applicant companies.

Analysis:
1. The Applicant Companies sought dispensation of meetings of Equity Shareholders, secured creditors, and unsecured creditors under Sections 230 to 232 of the Companies Act, 2013 for approving a Scheme of Amalgamation involving multiple companies. The Board of Directors had approved the scheme, and the accounting treatment was in line with prescribed standards. The Competition Commission was not concerned with the proposed scheme, and no investigations or proceedings were pending under the Companies Act, 1956/2013.

2. The Applicant Companies provided details of their shareholders, secured creditors, and unsecured creditors. Consent for the proposed scheme was obtained from all equity shareholders of the companies. Meetings of secured and unsecured creditors were requested to be dispensed with based on the consents received. The Tribunal, after considering the consent affidavits, dispensed with the meetings of shareholders and certain creditors as requested.

3. The Tribunal observed that the application met the criteria of Sections 230-232 of the Companies Act, 2013. Directions were issued for convening meetings of unsecured creditors of specific applicant companies. The meetings were scheduled, and advertisements were to be published in designated newspapers. Chairpersons and a Scrutinizer were appointed for the meetings, ensuring compliance with procedural requirements.

4. Specific instructions were given regarding the quorum, verification of creditors' details, filing of affidavits, and reporting to the Tribunal on meeting outcomes. Further, notices of meetings and the Scheme of Amalgamation were to be sent to relevant authorities for their representations within a specified period. The Tribunal directed compliance with Rule 8 of the Companies (CAA) Rules, 2016 in this regard.

5. The Tribunal allowed and disposed of the application with the provided directions, ensuring transparency and adherence to legal procedures in the process of approving the Scheme of Amalgamation involving the applicant companies.

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