2022 (8) TMI 550 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Seeking dispensation of the meetings of shareholders and creditors - Section 230-232 of the Companies Act, 2013 - HELD THAT - Directions with regard to holding, convening and dispensation with various meetings issued - directions with regard to issuance of various meetings also issued. The scheme is approved - application allowed.

Summary

Issues:
Dispensation of meetings of shareholders and creditors for sanction of Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013.

Analysis:
The application filed sought dispensation of meetings of shareholders and creditors for the approval of the Scheme of Amalgamation involving multiple Transferor Companies and a Transferee Company. The Scheme proposed the amalgamation of nine Transferor Companies with the Transferee Company from the Appointed Date of 01.04.2021. The Applicant Companies had various classes of shareholders and creditors, with detailed information provided for each company in terms of equity shareholders and creditors.

The Board Meetings of the Transferee Company and the Transferor Companies had approved the Scheme of Amalgamation, and all equity shareholders holding 100% shares had consented to the Scheme through affidavits, waiving the need for convening and holding meetings for approval. Similarly, unsecured creditors of certain companies had also consented through affidavits, seeking dispensation of meetings for consideration and approval of the Scheme.

Upon reviewing the submissions and documents, the Tribunal allowed the application and issued specific directions. The meetings of shareholders and unsecured creditors were dispensed with based on the consents received through affidavits. Since certain Transferor Companies had NIL Secured Creditors and Unsecured Creditors, the requirement for separate meetings of such creditors was also waived. Further directions were given for serving notices under Section 230(5) of the Companies Act, 2013 to relevant authorities within a specified timeline.

The Tribunal disposed of the application accordingly, directing the Registry to send copies of the order to all parties and authorized representatives. Additionally, the issuance of a certified copy of the order was subject to compliance with formalities.