2021 (8) TMI 389 - Tri - Companies Law

Scheme of Amalgamation - seeking directions with regard to meetings of shareholders and creditors - Section 230(1) read with Section 232(1) of the Companies Act, 2013 - HELD THAT - Various directions regarding holding and convening of various meetings issued - directions regarding issuance of various notices also issued. The scheme is approved - application allowed.

Summary

Issues:
Application under Section 230(1) read with Section 232(1) of the Companies Act, 2013 for orders and directions regarding meetings of shareholders and creditors in connection with the Scheme of Amalgamation.

Analysis:
The application was filed for directions related to the Scheme of Amalgamation involving multiple companies. The Applicant(s) sought dispensation of meetings for classes of shareholders and creditors who had already consented to the Scheme. The court considered the submissions and allowed the application. Meetings of certain Equity Shareholders and Unsecured Creditors were dispensed with under Section 230(1) read with Section 232(1) of the Act. No meetings were required for other categories as per the order. The court directed the service of notices under Section 230(5) of the Companies Act, 2013 to relevant authorities within two weeks, specifying the timeline for filing representations. The Applicant(s) were instructed to file an affidavit proving the service of notices and compliance with all directions before the scheduled meetings. The application was disposed of accordingly, and parties were granted an urgent certified copy of the order upon compliance with formalities.

This judgment primarily addressed the procedural aspects of convening meetings for shareholders and creditors in the context of an Amalgamation Scheme under the Companies Act, 2013. It highlighted the dispensation of meetings for certain classes of shareholders and creditors who had already provided their consent to the Scheme. The court's decision was based on the provisions of the Act and aimed to streamline the process by eliminating the need for unnecessary meetings where consent had already been obtained. The detailed breakdown of the classes of shareholders and creditors involved in each Applicant Company underscored the complexity and diversity of interests that needed to be considered in such amalgamation proceedings. The court's meticulous consideration of each Applicant's situation and the specific requirements for dispensing with meetings demonstrated a thorough assessment of the case to ensure compliance with legal provisions and procedural fairness. The directions regarding the service of notices to relevant authorities and the timeline for filing representations added a layer of transparency and accountability to the process, ensuring that all stakeholders were informed and given an opportunity to participate or raise objections within the specified timeframe. The emphasis on compliance through the filing of an affidavit further reinforced the importance of adhering to procedural requirements in such corporate matters to maintain the integrity of the process and protect the interests of all parties involved.