9911796707
|
Home
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2021 (12) TMI 1063 - Tri - Companies LawSanction of scheme of merger / amalgamation - whether the Tribunal has power to dispense with the meetings of the unsecured creditors of both the Companies? - Section 230 and 232 of the Companies Act, 2013 read with Rule 4 of the Companies (Compromises, Arrangements and Amalgamations), Rules 2016 framed thereunder read with Rule 34 of NCLT Rules, 2016 - HELD THAT - Keeping in view the lockdown owing to the Covid-19 pandemic and in case physical meetings are not feasible, the meetings of the Unsecured Creditors as aforesaid may be conducted through Video Conferencing or any other audio-visual means capable of being recorded. The raw unedited footage shall be preserved for verification. Both the applicant companies serve notice upon the Regional Director, Ministry of Corporate Affairs, Registrar of Companies, Income Tax Department within whose jurisdiction the assessments of the Applicant Companies are made, the Official Liquidator in case of both the Applicant Companies and GST, BSE, NSE and SEBI in case of transferee company, pursuant to Section 230(5) of the Companies Act, 2013 read with Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - Application disposed off.
Issues Involved:
1. Whether the Tribunal has the power to dispense with the meetings of the unsecured creditors of both companies. 2. Approval of the Scheme of Amalgamation between the Transferor Company and the Transferee Company. 3. Compliance with procedural requirements under the Companies Act, 2013 and relevant rules. Issue-wise Detailed Analysis: 1. Dispensation of Meetings of Unsecured Creditors: The primary issue addressed was whether the Tribunal could dispense with the meetings of the unsecured creditors of both companies. The Tribunal noted that affidavits from secured creditors and shareholders, representing over 90% and 95% respectively, were submitted in support of the Scheme. However, no affidavits were submitted from unsecured creditors. The Tribunal examined the net worth and liabilities of both companies and concluded that the net worth post-amalgamation would not be positive concerning the unsecured creditors. Therefore, the Tribunal decided that the dispensation of meetings for unsecured creditors could not be granted and directed that meetings be held. 2. Approval of the Scheme of Amalgamation: The Scheme of Amalgamation involved the merger of the Transferor Company into the Transferee Company, effective from 1st April 2019. The Tribunal considered the benefits of the merger, including improved size, efficient resource utilization, and increased net worth of the Transferee Company. The Scheme was supported by the majority of shareholders and secured creditors. The Tribunal approved the Scheme, subject to compliance with procedural requirements and holding meetings for unsecured creditors. 3. Compliance with Procedural Requirements: The Tribunal directed the applicants to comply with various procedural requirements, including: - Dispensing with the meetings of equity shareholders and secured creditors, given their consent affidavits. - Holding meetings for unsecured creditors of both companies on 11th January 2022. - Appointing a Chairman to conduct the meetings and specifying the fee. - Issuing individual notices of the meetings and publishing advertisements in specified newspapers. - Allowing voting through various means, including in person, proxy, postal ballot, or electronic means. - Conducting meetings through video conferencing if physical meetings were not feasible due to the Covid-19 pandemic. - Serving notice upon relevant authorities, including the Ministry of Corporate Affairs, Registrar of Companies, Income Tax Department, Official Liquidator, and others. - Filing a compliance report and presenting a Petition in Form No.CAA-5 for the sanction of the Scheme. Conclusion: The Tribunal approved the Scheme of Amalgamation between the Transferor Company and the Transferee Company, subject to compliance with procedural requirements and holding meetings for unsecured creditors. The applications were disposed of with the directions provided.
|
