9911796707
TMI Blog2021 (12) TMI 1022X X X X Extracts X X X X X X X X Extracts X X X X ..... ng 100% in number and 100% in value have given their consent and no objection to the Scheme in Affidavit, the Appellant Companies had sought for direction to dispense with the meeting before the NCLT. The direction in the Impugned Order with respect to fixing of the Quorum by 10 % of Shareholders i.e. 440 and minimum of 50 Unsecured Creditors is hereby set aside. The meetings may be conducted within 8 weeks from the date of this Order. Appeal allowed. - COMPANY APPEAL (AT) NO. 134 of 2021 COMPANY APPEAL (AT) NO. 135 of 2021 - - - Dated:- 23-12-2021 - [Justice Anant Bijay Singh] Member (Judicial) And [Ms. Shreesha Merla] Member (Technical) For the Appellants : Mr. P Nagesh, Sr. Advocate with Mr. Rahul Kripalani, Mr. Akshay Sharma ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... convening of the meetings of Shareholders and Unsecured Creditors. i. The Applicant/Transferee Company viz., Minda Industries Limited has 44,001 Equity Shareholders. The Shareholding Pattern of the Transferee Company is placed at Annexure A-12 of the Application. The meeting of the Equity Shareholders is scheduled to be held on 20.10.2021 at 10:30 a.m. via Video Conferencing at 3, August Kranti Marg, New Delhi 110016. Publication of the notice of the proposed meeting will be made in the Business Standard (English, Delhi Edition) and Jansatta (Hindi, Delhi Edition). The notices in this regard shall be sent by Courier or Registered Post or Speed Post and Email, addressed to each of the shareholders of the Transferee Company at the la ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ourier or Registered Post or Speed Post or email, addressed to each of the creditor of the Transferee Company, at their last known address or email addresses as per its records. The notice shall be issued with clear 30 days prior to the date of the meeting. The Quorum for the meeting is fixed at 222 unsecured creditors. If the quorum is not complete at the time of the meeting, it shall adjourn the meeting by 30 minutes, and the creditors present but not less than 50 Creditors after 30 minutes shall be deemed to constitute the quorum for the said meeting. The meeting will be chaired by Mr. Santosh Kumar Sahewala (IBBI Registration No. IBBI/IPA-001/1P-P00797/2017-18/11364 Email: [email protected]) or in his absence by Ms. Santosh Goel (IBBI ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... deemed to constitute a lack of consent of Shareholders or Creditors for the Amalgamation. The number of Creditors present at the meeting can always give consent and approval of the Scheme of Amalgamation and if the approval satisfies the conditions of Section 230(6) of the Act, it is sufficient compliance of the provisions of the Companies Act, 2013. It was also strenuously argued that NCLT failed to appreciate that a determinate number of Equity Shareholders/Unsecured Creditors is not required to constitute a Quorum of Virtual Meeting of Equity Shareholders/Unsecured Creditors for the purpose of Amalgamation of two companies under Section 230-232 of the Act. 6. For proper adjudication of the matter, we find it relevant at this juncture ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the company is situated. (3) If at the adjourned meeting also, a quorum is not present within half-an-hour from the time appointed for holding meeting, the members present shall be the quorum. (Emphasis Supplied) From the aforenoted Section, it is clear that 103(3) provides for if the adjourned meeting does not have required the Quorum, within half an hour from the time appointed for holding the meeting, the members present shall be the Quorum . 7. A perusal of Paragraph 15 of the Impugned Order does not anywhere specify under which provision the number 440 Shareholders and 50 Unsecured Creditors respectively was decided to determine the Quorum. This 10% of the Shareholders determined by NCLT, to constitute the Quorum, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ers, in respect of all shareholders resolutions. (2) The e-voting facility to be provided to shareholders in terms of sub-regulation (1), shall be provided in compliance with the conditions specified under the Companies (Management and Administration), Rules, 2014, or amendments made thereto. (3) The listed entity shall submit to the stock exchange, within two working days of conclusion of its General Meeting, details regarding the voting results in the format specified by the Board. 8. Having regard to the fact that the Scheme of Amalgamation is already approved with most of the stakeholders assenting, with Equity Shareholders representing 100% in number and 100% in value of Appellant 1/Company who had given their consent o ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
