2021 (8) TMI 1105 - Tri - Insolvency and Bankruptcy

Scheme of Amalgamation - seeking directions regarding holding convening and dispensation of various meetings - first stage of the proceedings under Section 230(1) read with Section 232(1) of the Companies Act, 2013 - HELD THAT - Various directions with regard to 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 involved:
1. Application for payment and closure of secured creditors in connection with a scheme of amalgamation.
2. Consent of shareholders and creditors for the scheme of amalgamation.
3. Dispensing with meetings of equity shareholders and unsecured creditors.
4. Verification of creditors by auditors.
5. Directions for serving notices and compliance with legal formalities.

Detailed Analysis:
1. The judgment pertains to an application (CA 105/KB/2021) filed for payment and closure of secured creditors in connection with a scheme of amalgamation involving multiple companies. The application was made under Section 230(1) read with Section 232(1) of the Companies Act, 2013. The scheme involved several transferor companies and a transferee company, with specific details provided for each applicant company.

2. The applicants submitted that all equity shareholders and a significant percentage of unsecured creditors of each applicant company had given their consent to the scheme by way of affidavits. The percentages of consent varied for each applicant, ranging from 93.85% to 100% of unsecured creditors. It was highlighted that there was no requirement for a meeting of secured creditors for most applicant companies due to verified nil creditors as per auditor certificates.

3. The tribunal, after perusing the submissions and documents, allowed the application and dispensed with the need for meetings of equity shareholders and unsecured creditors for each applicant company. The order detailed the dispensation of meetings based on the consent percentages provided by the applicants. It was noted that meetings for secured creditors of most applicant companies were not required due to verified nil creditors. Specific mention was made regarding the closure of the only secured creditor of one applicant company, for which a closure cum no due letter had been issued.

4. Additionally, directions were issued for serving notices under Section 230(5) of the Companies Act, 2013 to relevant authorities, including the Regional Director, Registrar of Companies, Official Liquidator, Income Tax Department, and Reserve Bank of India. The notice was to include a copy of the scheme and related documents, with a provision for representations to be filed within 30 days. The applicants were required to file an affidavit proving the service of notices and compliance with all directions before any meetings were held.

5. The judgment concluded by allowing and disposing of the company application, with specific paragraphs of the original application being deleted as per the order. The urgency of providing a certified copy of the order to the parties, subject to compliance with formalities, was also highlighted to ensure timely dissemination of the decision.