2021 (10) TMI 852 - Tri - Companies Law

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

Issues:
1. Sanction of Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013.
2. Dispensing with meetings of shareholders, creditors, and debenture holders.
3. Convening and conducting meetings of secured and unsecured creditors.
4. Appointment of Chairperson and Scrutinizer for creditor meetings.
5. Voting procedures and quorum requirements for creditor meetings.
6. Reporting requirements to the Tribunal.
7. Service of notices to regulatory authorities.
8. Compliance with directions and affidavit filing.

Analysis:

1. The judgment pertains to a petition filed for the sanction of a Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013. The scheme involves the amalgamation of Transferor Companies with a Transferee Company from the Appointed Date of 01.04.2020. The Board of Directors of the involved companies have approved the scheme, and all equity shareholders have consented to the amalgamation.

2. The application seeks dispensation with meetings of equity shareholders, secured and unsecured creditors, and debenture holders. The Tribunal allowed dispensing with equity shareholders' meetings due to unanimous consent. However, meetings of secured and unsecured creditors of the Transferee Company were directed to be convened and held to consider and approve the scheme.

3. The judgment details the procedures for convening and conducting the meetings of secured and unsecured creditors. The meetings are to be held through VC/OAVM or physically, with specific dates, times, and locations provided. Advertisements and notices are required to be published and sent to creditors, with specific instructions on quorum, voting procedures, and appointment of a Chairperson and Scrutinizer for the meetings.

4. The judgment specifies the appointment of a Chairperson and Scrutinizer for the creditor meetings, along with their remuneration. It outlines the responsibilities of the Chairperson in issuing notices and conducting the meetings in accordance with the Companies Act, 2013.

5. Voting procedures and quorum requirements for the creditor meetings are detailed in the judgment. It allows for remote e-voting and/or voting through a ballot process, with specific instructions on the submission of resolutions and authorizations for representatives to attend the meetings on behalf of creditors.

6. Reporting requirements to the Tribunal are outlined, with the Chairperson directed to report the meeting results within four weeks of the conclusion of the meetings. The report must be in a specified format and verified by affidavit as per the Companies (Compromises, Arrangements & Amalgamations) Rules, 2016.

7. The judgment mandates the service of notices under section 230(5) of the Companies Act, 2013 to regulatory authorities, including the Regional Director, Registrar of Companies, Official Liquidator, and Income Tax Department. The notice must be served promptly after sending notices to creditors, with provisions for representations to be filed within thirty days.

8. Finally, the judgment directs the Applicant Company to comply with all directions contained therein, including filing an affidavit proving service of notices and publication of advertisements. The application is disposed of accordingly, with provisions for issuing an urgent certified copy of the order upon compliance with formalities.

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