2021 (12) TMI 247 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Section 230-233 of the Companies Act, 2013 - HELD THAT - Calling of the meetings of the members/shareholders of the Transferor Company as envisaged under Section 230(1) of the Companies Act, 2013 is not necessary and will not serve any purpose, if called. This Tribunal issue the directions with respect to calling, convening and holding of the meetings of the Shareholders, Secured and Unsecured Creditors or dispensing with the same as well as issue of notices including paper publication - Application disposed off.

Issues Involved:
1. Dispensation of shareholders' meeting for both companies.
2. Holding of creditors' meetings for both companies.
3. Appointment of a Chairman and fixing remuneration for conducting creditors' meetings.
4. Compliance with statutory requirements for the amalgamation process.

Detailed Analysis:

1. Dispensation of Shareholders' Meeting:
The Tribunal considered the request to dispense with the shareholders' meetings for both the Transferee and Transferor Companies. The Transferee Company has 7 shareholders, and the Transferor Company has 2 shareholders. Affidavits from all shareholders, constituting 100% of the paid-up share capital, expressing their consent to the Scheme of Amalgamation, were submitted. The Tribunal found that calling such meetings was unnecessary and would not serve any purpose, thus dispensing with the requirement.

2. Holding of Creditors' Meetings:
For the Transferee Company, the Tribunal directed the holding of meetings for unsecured and secured creditors. The Transferee Company has 108 unsecured creditors and 1 secured creditor. The Tribunal appointed Mr. Sankar P. Panicker to conduct these meetings. For the Transferor Company, which has 3 unsecured creditors and no secured creditors, the Tribunal dispensed with the meeting requirement as affidavits from all unsecured creditors were submitted, expressing their consent to the Scheme.

3. Appointment of Chairman and Remuneration:
The Tribunal appointed Mr. Sankar P. Panicker to conduct the creditors' meetings for the Transferee Company. The remuneration for the Chairman was fixed at ?20,000, and for the Scrutinizer at ?10,000, in addition to incidental expenses. The Chairman was instructed to file a report within two weeks of the meeting.

4. Compliance with Statutory Requirements:
The Tribunal issued several directions to ensure compliance with statutory requirements:
- Individual notices of the meetings were to be sent by the Transferee Company through various means, including Registered Post, Speed Post, courier, or e-mail, at least 30 days in advance.
- The Transferee Company was directed to publish advertisements in both English and Malayalam newspapers at least 30 days before the meeting.
- Voting on the proposed Scheme was to be allowed in person, by proxy, through postal ballot, or electronic means.
- Meetings could be conducted through Video Conferencing or other audio-visual means if physical meetings were not feasible due to the Covid-19 pandemic.
- Copies of the Scheme were to be furnished free of charge to every unsecured creditor entitled to attend the meeting.
- An affidavit of service of notice and publication of advertisement was to be furnished by the authorized representative of the applicant company at least a week before the meeting.
- Notices were to be sent to various authorities, including the Central Government, Income Tax Authorities, Registrar of Companies, Official Liquidator, and other sectoral regulators, along with required documents and disclosures.

The Tribunal emphasized strict compliance with the applicable laws, including the Companies (Compromises, Arrangements, Amalgamations) Rules, 2016, and the provisions of the Companies Act, 2013.

Conclusion:
The Tribunal granted the reliefs sought in the Company Application, dispensing with the shareholders' meetings for both companies, directing the holding of creditors' meetings for the Transferee Company, and ensuring compliance with statutory requirements. The application was disposed of on these terms.

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