2021 (9) TMI 333 - Tri - Companies Law

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

Issues Involved:
1. Convening and dispensing with meetings of shareholders and creditors.
2. Consent of shareholders and creditors.
3. Directions for holding meetings.
4. Advertisement and notice requirements.
5. Appointment of Chairperson and Scrutinizer.
6. Quorum and voting procedures.
7. Reporting and compliance with statutory requirements.

Detailed Analysis:

1. Convening and Dispensing with Meetings of Shareholders and Creditors:
The application was filed under Section 230(1) read with Section 232(1) of the Companies Act, 2013, seeking orders and directions regarding the meetings of shareholders and creditors in connection with the Scheme of Amalgamation involving multiple companies. The Tribunal noted that the equity shareholders of Applicant Nos. 2 to 6 and unsecured creditors of Applicant Nos. 2, 3, 4, and 6, who represent significant portions of the creditors, had already given their consent to the Scheme through affidavits. Consequently, the meetings for these shareholders and creditors were dispensed with.

2. Consent of Shareholders and Creditors:
It was submitted that all equity shareholders of Applicant Nos. 2 to 6 had consented to the Scheme. Additionally, unsecured creditors of Applicant Nos. 2, 3, 4, and 6, representing 90.65%, 90.39%, 100%, and 100% of the value respectively, had also consented. This consent was verified through affidavits annexed to the application, thus justifying the dispensation of their meetings.

3. Directions for Holding Meetings:
The Tribunal directed the convening of meetings for the equity shareholders of Applicant No. 1, secured creditors of Applicant Nos. 1 and 6, and unsecured creditors of Applicant No. 1 to consider the Scheme. Specific dates, times, and venues were set for these meetings to ensure orderly conduct.

4. Advertisement and Notice Requirements:
The Tribunal ordered that at least 30 clear days before the meetings, advertisements of the notice of meetings be published in "FINANCIAL EXPRESS" (English) and "DAINIK STATESMAN" (Bengali). Additionally, individual notices, along with all requisite documents, were to be sent to the concerned shareholders and creditors by various means including post, email, or personal messenger.

5. Appointment of Chairperson and Scrutinizer:
Mr. Uttam Sharma, Advocate, was appointed as the Chairperson for the meetings, with a consolidated remuneration of ?60,000. Ms. Ankita Baid, Advocate, was appointed as the Scrutinizer, with a consolidated remuneration of ?50,000. Their roles include overseeing the conduct of the meetings and scrutinizing the votes cast.

6. Quorum and Voting Procedures:
The quorum for the meetings was to be determined in accordance with Section 103 of the Companies Act, 2013. Voting at the venue was to be conducted physically using polling paper/ballot paper. The cut-off date for determining eligibility to vote was set as 30th September 2021, and notices were to be sent to those eligible as of 30th June 2021. The procedure for voting was to follow the Companies (Management & Administration) Rules, 2014, with necessary variations.

7. Reporting and Compliance with Statutory Requirements:
The Chairperson was directed to report the results of the meetings to the Tribunal within four weeks from the conclusion of the meetings, in Form No. CAA4 verified by affidavit. Notices under Section 230(5) of the Companies Act, 2013, along with all accompanying documents, were to be served to various statutory authorities, including the Regional Director, Registrar of Companies, Official Liquidator, Reserve Bank of India, and Income Tax Department. The Applicants were to file an affidavit proving service of notices and publication of advertisements at least a week before the meetings.

Conclusion:
The Tribunal allowed the application, dispensing with certain meetings based on the consents received, and provided detailed directions for the conduct of required meetings, including advertisement, notice, appointment of officials, quorum, voting procedures, and reporting requirements, ensuring compliance with statutory provisions.

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