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TMI Blog2019 (8) TMI 390X X X X Extracts X X X X X X X X Extracts X X X X ..... objection and consent for merger of the Transferor Companies with the Transferee Company - From the Consent Letters, it is un-equivocal that the equity shareholders of the Transferor and the Transferee Companies do not have any objection to the Scheme of Arrangement by way amalgamation of the Transferor Companies with the Transferee Company. The Tribunal had already dispensed with convening and holding meeting of secured and unsecured creditors taking into consideration the Consent Affidavits filed by them expressing their no objection for amalgamation of Transferor Companies with the Transferee Company. The Appellant (Transferor and Transferee) Companies have complied with the requirements to consider and approve the Scheme of am ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... .M. on 09.08.2019. (b) Meeting of the equity shareholder of Transferor No. 2 company at 2 at 11:00 A.M. on 09.08.2019. (c) Meeting of the equity shareholder of Transferor No. 3 company at 12 noon on 09.08.2019 (d) Meeting of the equity shareholder of Transferor No. 4 company at 2:00 P.M. on 09.08.2019. (e) Meeting of the equity shareholder of Transferor No. 5 company at 3:00 P.M. on 09.08.2019. (f) Meeting of the equity shareholder of Transferor No. 6 company at 4:00 P.M on 09.08.2019 (g) Meeting of the equity shareholder of Transferor No. 7 company at 10:00 A.M on 10.08.2019. (h) Meeting of the equity shareholder of Transferor No. 8 co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... olders filed vide diary no. 145/2019. However, the Tribunal allowed the Consent Letters of the Secured Creditors which was filed on 28.02.2019 and in considering the same, the Tribunal dispensed with the convening of meeting of Creditors (Secured and Unsecured). 5. From the perusal of the impugned order the Tribunal directed the Appellants i.e., Transferor and Transferee Companies to convene the meetings of equity shareholders on the ground non-filing of the Consent Letters given by the shareholders by way of affidavit before the Tribunal. The relevant paragraph 10 of the impugned order is as follows: 10. Taking into consideration the application filed jointly by the Applicant Companies and the documents filed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , their meetings are not required to be called for and in relation to Transferor No. 10 Company there are 17 unsecured creditors, it is seen that consent affidavits of 6 unsecured creditors (having 96.83% in value terms) are available as filed by the Applicant Company. Therefore, the necessity of convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with. (B) In relation to Transferee Company: (i) With respect to Equity Shareholders: In relation to transferee company it is stated and submitted by learned counsel that an Affidavit of Mr. Parmod Kumar Jaketia and Rajendra Prasad Ostwal Director of Transferee Company on behalf of all the equity sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... etters of the shareholders). 7. Be that as it may, the present appeal has been filed by the Appellants on 03.07.2019 along with separate Paper Book vide Dy. No. 12856 dt. 03.07.2019 containing the Consent Letters of the individual shareholders of Transferor and Transferee Companies wherefrom it is evident that the Appellants filed the Consent Letters of more than 90% equity shareholders of the Transferor and Transferee Companies. In the said Consent Letters, the shareholders have addressed to the Board of Directors of their respective companies by consenting their no objection for amalgamation and merger of Transferor companies with the Transferee Company namely Ostwal Phoschem(India) Ltd., reflecting their individual equity ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... plied with the requirements to consider and approve the Scheme of amalgamation and having satisfied with the documents filed by the Appellants, we dispense with the convening of meetings of the equity shareholders of the Transferor and Transferee Companies as directed by the Tribunal in the impugned order dated 07.06.2019. 13. Accordingly, the impugned order of the Tribunal dated 07.06.2019 whereby it directed to the Transferor and Transferee Companies to convene and hold meeting of the equity shareholders is hereby set aside and to that extent the order is modified as directed supra. 14. With the above direction, the appeal is allowed and the Tribunal is directed to consider CA No. 01/230-232/JPR/2019 and dispose ..... X X X X Extracts X X X X X X X X Extracts X X X X
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