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2022 (9) TMI 22 - Tri - Companies LawSanction of scheme of arrangement - Section 230 of the Companies Act, 2013 - HELD THAT - From perusal of the Section 230(3) of Companies Act 2013, it is observed that the notice is required to be sent only if the meeting is directed to be convened under Section 230(1) of Companies Act 2013 - Since, in the instant case the meetings are dispensed with and no meetings are being convened under the provisions of Section 230(1) of Companies Act 2013, therefore the question of serving notices in terms of Section 230(3) and 230(5) do not arise. Notices are required to be sent to the Sector Regulators and objectors in terms of Rule 16(2) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 at the time of filing Second Motion application, while intimating the Noticees about the next date of hearing of the Application. In view of the above, the prayer of the Applicant Companies is rejected, so far as seeking direction of serving notices at this stage is concerned. Application disposed off.
Issues:
1. Dispensation of meetings of shareholders and creditors 2. Modification in the Scheme 3. Serving notices under Section 230(5) of the Companies Act, 2013 Dispensation of meetings of shareholders and creditors: The case involved M/s. Ericsson India Private Limited and M/s. Ericsson India Global Services Private Limited seeking to dispense with the requirement of convening separate meetings of shareholders, secured creditors, and unsecured creditors. The Hon'ble NCLAT set aside a previous order and allowed the appeal, leading to the current application for dispensation based on the judgment. The Tribunal, after considering the judgment and submissions, dispensed with the meetings of shareholders and creditors of the Applicant Companies in line with the NCLAT's findings. Modification in the Scheme: The Applicant Companies also sought approval for the modification of certain clauses in the Scheme. The Tribunal reviewed the modified Scheme presented by the companies and accepted it, taking it on record. The specific modifications requested were related to Clause 1.4 of Part A of the Scheme and Clause 11.1(viii) of Part B of the Scheme. Serving notices under Section 230(5) of the Companies Act, 2013: Regarding the prayer for serving notices under Section 230(5) of the Companies Act, 2013, the Tribunal referred to the relevant provisions of the Act. It was observed that since the meetings were dispensed with and not being convened under Section 230(1) of the Act, the requirement for serving notices under Section 230(3) and 230(5) did not arise. The Tribunal clarified that notices to Sector Regulators and objectors are required at the time of filing the Second Motion application, and thus rejected the prayer for serving notices at the current stage. The application was disposed of based on the directions provided in the judgment. In conclusion, the Tribunal addressed the issues of dispensing with meetings of shareholders and creditors, approving modifications in the Scheme, and serving notices under Section 230(5) of the Companies Act, 2013. The judgment reflected a thorough consideration of the legal provisions and the specific circumstances of the case, ultimately providing clear directions and decisions on each issue raised by the Applicant Companies.
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