2022 (4) TMI 1002 - Tri - Companies Law

Sanction of scheme of Amalgamation - Sections 230 and 232 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 various notices also issued. The scheme is approved - application allowed.

Summary

Issues involved:
Application under Sections 230 and 232 of the Companies Act, 2013 for dispensation of meetings of shareholders and creditors, approval of Scheme of Amalgamation, appointment of meeting officials, and compliance with procedural requirements.

Detailed Analysis:
1. Dispensation of Shareholders' Meetings:
The application sought orders and directions for dispensation of meetings of shareholders of all applicant companies in connection with a Scheme of Amalgamation. Consents were obtained from all equity shareholders of the companies, eliminating the need for separate meetings. The Tribunal dispensed with the requirement for convening and holding separate shareholder meetings.

2. Unsecured Creditors' Meetings:
While Applicant Company No. 1 had unsecured creditors, the other companies had none. The Tribunal decided that separate meetings of unsecured creditors for Applicant Company No. 1 were necessary. A meeting was scheduled, and officials were appointed for the same, with specific remuneration details outlined.

3. Procedural Compliance:
Various directions were given for procedural compliance. Notices were to be served to relevant authorities and creditors, quorum requirements were specified, and advertising guidelines were laid out. The Tribunal emphasized the importance of timely and proper notification to all concerned parties.

4. Authority Response and Compliance:
In case of no response from the authorities within a specified timeframe, it was deemed that they had no objection to the proposed Scheme. The judgment highlighted the need for filing an affidavit of compliance with all conditions and proof of service to authorities jointly by the applicant companies.

5. Further Actions and Disposal of Application:
The judgment concluded by disposing of the application in accordance with the decisions and directions provided. The Registry was directed to promptly communicate the order to all relevant parties via email for immediate action and awareness.

This detailed analysis covers the key aspects of the judgment, focusing on dispensation of meetings, creditor approvals, procedural compliance, authority responses, and subsequent actions taken by the Tribunal for the Scheme of Amalgamation under the Companies Act, 2013.