2022 (5) TMI 209 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Section 230 to 232 of the Companies Act, 2013 - HELD THAT - The Tribunal, in view of the settled law, is empowered to dispense with the meeting of shareholders if they have given their consent. Further, in view of Section 230(9) of the Companies Act, 2013, the Tribunal is empowered to dispense with calling of a meeting of creditors or class of creditors where such creditors or class of creditors, having at least ninety per cent value, agree and confirm, by way of affidavit, to the scheme of compromise or arrangement. The scheme is approved - application allowed.

Summary

Issues:
Application under Sections 230 to 232 of the Companies Act, 2013 for Scheme of Amalgamation - Dispensing with meetings of equity shareholders and unsecured creditors, necessary directions for filing of documents, and other orders deemed necessary.

Analysis:
The judgment pertains to an application filed by Applicant Companies under Sections 230 to 232 of the Companies Act, 2013, seeking approval for a Scheme of Amalgamation. The prayers made include dispensing with the requirement for convening meetings of equity shareholders and unsecured creditors, issuing necessary directions for filing required documents, and seeking other necessary orders. Affidavits supporting the application have been filed, confirming compliance with the provisions of the Act and Rules. The Scheme does not involve corporate debt restructuring or reduction of share capital, and no pending inspections, inquiries, or investigations are noted.

The proposed amalgamation is intended under the provisions of Sections 230 to 232 of the Companies Act, 2013, with an appointed date specified in the application. Consent affidavits from all equity shareholders and creditors of both the Transferor and Transferee Companies have been obtained, seeking dispensation from convening and holding meetings due to unanimous support for the Scheme. The Board of Directors of all Applicant Companies have unanimously approved the proposed Scheme, and necessary financial statements and auditor certificates have been submitted for review.

The Tribunal, in line with settled law, is empowered to dispense with shareholder meetings upon receiving consent affidavits. Additionally, under Section 230(9) of the Companies Act, 2013, the Tribunal can dispense with creditor meetings if at least ninety percent in value agree to the scheme. Accordingly, directions are provided for each company regarding shareholders and creditors, with dispensation granted due to unanimous support documented through consent affidavits. The judgment concludes by allowing the application in compliance with the orders issued.

In essence, the judgment addresses the procedural aspects of a Scheme of Amalgamation under the Companies Act, 2013, emphasizing the importance of obtaining consent from stakeholders to dispense with the requirement for physical meetings, provided the requisite support is demonstrated through affidavits.