9911796707
|
Home
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2021 (1) TMI 116 - Tri - Companies LawApproval of Amalgamation scheme - seeking to dispense with the convening and holding the meeting of the Shareholders, Sole Secured Creditor of the Transferor Company and Shareholders of the Transferee Company and to direct for convene the meeting of the Unsecured Creditors of the Transferor Company - Sections 230 to 232 of the Companies Act, 2013 R/ w Companies (CAA) Rules, 2016 - HELD THAT - The Companies have followed extant provisions of Companies Act in framing the Scheme in question, which are duly approved by the Board of Directors of the Companies involved. The Statutory Auditors/ Chartered Accountants of the Company have also issued respective Certificates by inter-alia certifying that the details of shareholders, creditors, and compliance of accounting treatment as prescribed U/ s. 133 of the Companies Act, 2013 with reference to the Scheme in question. The Applicant Companies have disclosed all the material facts relating to the Scheme in question and filed necessary documents along with the Application. Therefore, we are convinced with the case made out by the Applicants so as to grant relief as sought for, by dispensing with meetings of the Shareholders and Sole Secured Creditors of Transferor Company and Shareholders of the Transferee Company , to convene and holding the meeting of the Unsecured Creditors of the Transferor Company by appointing the Chairperson and Scrutinizer for convening the meeting, fixing venue, time, quorum etc. It is hereby dispensed with the convening and holding the meetings of the Shareholders and Sole Secured Creditor of the Transferor Company and Shareholders of the Transferee Company - Application disposed off.
Issues involved:
Application under Sections 230 to 232 of the Companies Act, 2013 seeking dispensation of shareholder meetings, convening of unsecured creditor meetings, and approval of a demerger scheme. Detailed Analysis: 1. Dispensing with Shareholder Meetings: The application sought to dispense with the convening and holding of meetings of the shareholders and sole secured creditor of the transferor company and shareholders of the transferee company. The Tribunal, after perusing the pleadings and relevant provisions, noted that the scheme was in the best interests of the applicant companies and their shareholders. The Board of Directors had approved the scheme, and the statutory auditors had certified compliance with accounting standards. Consequently, the Tribunal granted relief by dispensing with the shareholder meetings. 2. Convening Unsecured Creditor Meeting: The application also requested direction to convene the meeting of the unsecured creditors of the transferor company. The Tribunal acknowledged that the applicant companies had followed the Companies Act provisions in framing the scheme, which was duly approved by the Board of Directors. The statutory auditors had certified the details of shareholders and creditors. Therefore, the Tribunal directed the convening and holding of the unsecured creditor meeting, appointing a chairperson and scrutinizer for the process. 3. Directions for Unsecured Creditor Meeting: The Tribunal specified the date, time, and mode of the unsecured creditor meeting, which was set for February 3, 2021, via video conference. The appointed chairperson and scrutinizer were tasked with ensuring compliance with all relevant provisions of the Companies Act. The notice for the meeting was to be published in designated newspapers, and the chairperson and scrutinizer were required to file reports with the Tribunal within two weeks of the meeting's conclusion. 4. Further Steps and Compliance: Following the unsecured creditor meeting, the applicant companies were granted two weeks to file a company petition seeking sanction of the demerger scheme. This filing was subject to all statutory compliances. The Tribunal also allowed aggrieved parties to approach the Tribunal through interim applications for appropriate directions, if needed. In conclusion, the Tribunal disposed of the application by granting the requested reliefs, dispensing with certain meetings, and providing detailed directions for convening the unsecured creditor meeting and subsequent steps for seeking sanction of the demerger scheme.
|
