2022 (1) TMI 361 - Tri - Companies Law

Sanction of scheme of Amalgamation - section 230(1) read with section 232(1) of the Companies Act, 2013 - HELD THAT - Various direction with regard to holding, convening and dispensing with various meetings issued - directions with regard to issuance of various 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 petition sought orders and directions under the Companies Act, 2013 for the Scheme of Amalgamation involving multiple companies. The Transferor Companies were proposed to be amalgamated with the Transferee Company from the Appointed Date of 1st April, 2020. The petition detailed the classes of shareholders and creditors of each Applicant Company, along with the consent received from 100% of shareholders and unsecured creditors of the Applicant Companies No. 1 to 4. The petition requested dispensing with certain meetings and convening others as per the Scheme.

The Tribunal, after reviewing the submissions and documents, allowed the application and issued the following orders. It dispensed with the meetings of Equity Shareholders and Unsecured Creditors of Applicant Companies No. 1 to 4. It directed the convening of meetings of Secured Creditors and Unsecured Creditors of Applicant Company No. 5. The meetings were to be held virtually in accordance with the Ministry of Corporate Affairs Circulars due to the COVID-19 pandemic.

Further directives included the advertisement of the meeting notice in specified newspapers, sending individual notices to creditors, appointment of a Chairperson and Scrutinizer for the meetings, determination of quorum and attendance procedures, mode of voting, cut-off date for eligibility to vote, voting procedure, and submission of reports by the Chairperson and Scrutinizer.

Additionally, the Tribunal mandated the value determination of creditors, service of notices to relevant authorities, and filing of affidavits by the Applicant Companies confirming compliance with the directions. The application was disposed of accordingly, emphasizing adherence to the prescribed procedures and rules under the Companies Act, 2013 and related regulations.