2021 (8) TMI 749 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Section 230(1) read with Section 232(1) of the Companies Act, 2013 - HELD THAT - Various directions regarding holding and convening of various meetings issued - directions regarding issuance of various notices also issued. The scheme is approved - application allowed.

Summary

Issues involved:
Application under Section 230(1) read with Section 232(1) of the Companies Act, 2013 for orders and directions regarding meetings of shareholders and creditors in connection with the Scheme of Amalgamation.

Analysis:
The application was filed for directions related to the Scheme of Amalgamation between three companies. The shares of two transferor companies were not listed, and details of shareholders and creditors were provided for each company. Consent to the Scheme was obtained from a significant percentage of shareholders and creditors of all three companies. The application sought dispensation of meetings for the classes of shareholders and creditors who had already consented to the Scheme.

The Tribunal, after reviewing the records and submissions, allowed the application. It dispensed with the meetings of the Equity Shareholders of the first transferor company and the Equity Shareholders and Unsecured Creditors of the other two transferor companies under Section 230(1) of the Companies Act, 2013. The Tribunal also directed the service of notices under Section 230(5) of the Act to relevant authorities within two weeks, specifying the timeline for filing representations. The Applicants were instructed to file an affidavit proving service of notices and compliance with all directions before the meetings.

The order dated 02/07/2021 disposed of the Company Application (CAA) No. 120/KB/2021 accordingly. It further mentioned that urgent certified copies of the order would be provided to the parties upon completion of all necessary formalities.