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2021 (12) TMI 1189 - Tri - Companies LawSanction 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:
Application under Sections 230(1) and 232(1) of the Companies Act, 2013 for directions regarding meetings of shareholders and creditors in connection with a Scheme of Amalgamation. Analysis: The application was filed for directions related to the Scheme of Amalgamation involving three companies. The Applicant No. 1, Applicant No. 2, and Applicant No. 3 were the Transferor Companies proposed to be amalgamated with the Transferee Company. The scheme was to be effective from the Appointed Date of 01.04.2021, as per the terms and conditions outlined in the Scheme. The Applicant(s) confirmed that the shares of the Applicant Companies were not listed. Each Applicant Company had a specific number of Equity Shareholders and no Secured or Unsecured Creditors as of the mentioned date. All Equity Shareholders of the Applicant Companies had provided their consent to the Scheme through affidavits attached to the application. As there were no Secured, Unsecured Creditors, or any other Liability Holders in any of the Applicant Companies, the consent of creditors was not required. Therefore, meetings of shareholders who had already consented to the Scheme were sought to be dispensed with. Upon reviewing the submissions and documents, the Tribunal granted the following orders: dispensing with the meetings of Equity Shareholders who had given their consent, as well as the need for obtaining consent of creditors by way of affidavits due to the absence of creditors. It was determined that no meetings needed to be held in this regard. Additionally, directions were issued for serving notices under Section 230(5) of the Companies Act, 2013 to relevant authorities within three weeks. The Applicants were required to file an affidavit proving the service of notices and compliance with all directions. The application, numbered as Company Application (CAA) No. 189/KB/2021, was disposed of accordingly, with the provision for an urgent certified copy of the order upon request and compliance with formalities.
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