2021 (8) TMI 984 - Tri - Companies Law

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

Summary

Issues:
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 judgment pertains to an application filed for orders and directions under Section 230(1) read with Section 232(1) of the Companies Act, 2013, concerning the Scheme of Amalgamation between two companies. The application seeks dispensation of meetings of shareholders and creditors in connection with the proposed amalgamation. The Transferor Company and the Transferee Company are involved in the Scheme, with the Transferor Company proposed to be amalgamated with the Transferee Company from the Appointed Date of 01st April, 2020, as per the terms of the Scheme.

The Applicant Companies, both being NBFC Companies registered with the Reserve Bank of India, have specific classes of shareholders and creditors. The application highlights the number of equity shareholders and the absence of preference shareholders, secured creditors, and unsecured creditors in both Applicant Companies as of a specified date. It is emphasized that all equity shareholders of the Applicant Companies have already provided their consent to the Scheme through affidavits annexed to the application.

The application further asserts that due to the absence of creditors as verified by an auditor's certificate, there is no necessity for meetings of secured and unsecured creditors of the Applicant Companies. Consequently, directions are sought to dispense with the meeting of equity shareholders who have already consented to the Scheme and to record the absence of the need for meetings of creditors.

After perusing the records and submissions, the Tribunal allows the application and issues orders accordingly. The judgment dispenses with the requirement for meetings of equity shareholders of the Applicant Companies, given their prior consent to the Scheme. Additionally, it confirms the absence of the need for meetings of secured and unsecured creditors due to the verified absence of creditors. The judgment also mandates the service of notices under Section 230(5) of the Companies Act, 2013 to specified authorities and directs the Applicants to file an affidavit proving compliance with the provided directions.

The judgment concludes by disposing of the application and instructs the issuance of an urgent certified copy of the order to the parties upon compliance with formalities.