2022 (5) TMI 876 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Sections 230 - 232 of the Companies Act, 2013 and other applicable provisions of the Act and read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Various directions with regard to holding, convening and dispensing with various meetings issued - various directions with regard to issuance of various notices also issued. The scheme is approved - application allowed.

Summary

Issues:
1. Application for arrangement under Sections 230-232 of the Companies Act, 2013.
2. Details of Applicant Companies and their businesses.
3. Compliance with statutory requirements and submission of necessary documents.
4. Dispensation for convening meetings of shareholders and creditors.
5. Directions for conducting meetings through VC/OAVM.
6. Appointment of Chairperson and Scrutinizer for meetings.
7. Prohibition on proxy voting and determination of voting rights.
8. Filing of affidavits and reports as per Rules.
9. Sending notices to relevant authorities and stakeholders.
10. Disposal of the Company Application.

Analysis:

The judgment pertains to a joint Company Application filed for the arrangement embodied in the Proposed Scheme of Amalgamation of two Applicant Companies under Sections 230-232 of the Companies Act, 2013. The Applicant Companies are engaged in the real estate business and have submitted necessary documents, including board resolutions, annual reports, financial results, and compliance certificates. The application includes details about the companies' authorized share capital, shareholders, and creditors.

Regarding the convening of meetings, the Tribunal dispensed with the need to hold meetings of equity shareholders and secured creditors for both Applicant Companies based on the consent affidavits provided. However, directions were issued for convening meetings of unsecured creditors and the sole Secured Debenture Holder of Applicant Company 2, to be conducted through VC/OAVM on specified dates with prescribed quorums.

To ensure transparency and compliance, the judgment mandates the publication of meeting details in newspapers, sending notices to stakeholders, appointment of a Chairperson and Scrutinizer for the meetings, and prohibition on proxy voting. The value of votes or debt of creditors will be determined based on the companies' records, with the Chairperson required to file affidavits and reports as per Rules.

Furthermore, the judgment instructs the Applicant Company 2 to send notices of meetings to relevant authorities and stakeholders, including the Central Government, Registrar of Companies, Income Tax Department, and Official Liquidator, allowing them 30 days to raise objections. The Company Application is allowed and disposed of in accordance with the directions provided, ensuring adherence to legal procedures and regulatory requirements.