2022 (2) TMI 744 - Tri - Companies Law

Rectification of mistake - error apparent on the face of record - requirement of sending different notices for different meetings - HELD THAT - Regarding the convening the meeting of the shareholder, secured creditor and unsecured creditor of the appellant company, within 30 days from the date of order is concerned, the same is hereby modified - regarding the requirement of sending the prescribed form of proxy along with in addition to scheme related Ministry 01 Corporate Affairs, the appointment of proxy is not required, therefore, we hereby also modified that portion of the order. There is no confusion regarding the requirement of sending individual notice of convening the meeting of the secured creditors and unsecured creditors of the transferee company. The present application stands disposed of.

Summary

Issues:
Clarification on rectifying clerical errors in the order, requirement of sending individual notices to shareholders, secured creditors, and unsecured creditors, applicability of proxy appointment for meetings held through video conferencing.

Analysis:
1. Rectification of Clerical Errors:
The applicant sought relief for rectifying clerical errors in the order dated 22nd December 2021. The applicant requested clarification on various aspects, including the requirement of sending individual notices to shareholders, secured creditors, and unsecured creditors. The Learned Counsel highlighted the clerical errors and the need for rectification, emphasizing the circular issued by the Ministry of Corporate Affairs regarding proxy appointment not being applicable for meetings conducted via video conferencing.

2. Convening Meetings and Sending Notices:
The Tribunal modified the order concerning the convening of meetings for shareholders, secured creditors, and unsecured creditors. Notices for these meetings were to be sent through registered post, courier, or email, 30 days in advance, providing details of the meeting and the proposed scheme as required under the Companies Act, 2013. The order specified the specific companies and creditors to whom the notices were to be sent, ensuring compliance with the legal provisions.

3. Proxy Appointment for Video Conferencing Meetings:
Regarding the requirement of sending the prescribed form of proxy along with scheme-related documents, the Tribunal clarified that proxy appointment was not necessary for meetings conducted through video conferencing. Instead, the order was modified to allow the appointment of representatives of members for remote e-voting or participation in video conferencing meetings. This modification aligned with the provisions of Sections 112 and 113 of the Companies Act, 2013, ensuring compliance with legal requirements.

4. Compliance and Disposal of Application:
The Tribunal directed the applicant to comply with the modified order in letter and spirit. The application was disposed of after addressing all the issues raised by the applicant and providing necessary clarifications and modifications to ensure adherence to legal provisions and procedural requirements. The detailed analysis and modifications made by the Tribunal aimed to rectify errors, clarify procedures, and ensure compliance with relevant laws and regulations in conducting meetings and sending notices to stakeholders.