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TMI Blog2023 (6) TMI 196X X X X Extracts X X X X X X X X Extracts X X X X ..... the Tribunal to convene the meetings of its secured and unsecured creditors - As per Explanation to Rule 5(d) of the Companies (Compromises, Arrangements and Amalgamation Rules,) 2016 the Chairman, inter-alia shall, at the general meeting, at the end of discussions on the resolutions on which voting is to be held, allow voting by use of electronic voting system for all those members who are present at the general meeting but have not cast their votes by availing the remote e-voting facility. Hence, by not allowing to vote in other modes other than in person in meeting of secured and unsecured creditor of Transferee company as permitted as per Companies Act, 2013 and rules made thereunder to vote on resolution is not sustainable and the Tribunal erred on this account. The impugned order deserves to be set aside with direction to look into all these issues in accordance with the law - Appeal allowed. - Company Appeal ( AT ) No. 16 of 2022 - - - Dated:- 2-6-2023 - [ Justice Anant Bijay Singh ] Member ( Judicial ) And [ Naresh Salecha ] Member ( Technical ) For the Appellants : Mr. Rishabh Jain , Advocate For the Respondent : Mr. Nikhil Verma , Advocate JUD ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... efore this Appellate Tribunal , which are required to be corrected by the Tribunal . 8. In order to examine the prayers made to this Appellate Tribunal , it would be desirable to look into relevant portion of the impugned order along with the relevant laws and regulations. 9. This Appellate Tribunal has perused the impugned order dated 08.12.2021 and notes the following relevant portions :- Under consideration is the Application No. C.A.(CAA) 116/ND/2021 filed under Sections 230 to 232 of the Companies Act, 2013. The prayer made is tọ dispense with the meeting of Shareholders and Creditors in relation to the Transferor Companies, dispensing with the meeting of Shareholders of the Transferee Company and convening the meeting of Secured and Unsecured Creditors of the Transferee Company for approval of the Scheme of Amalgamation', which shall take effect from the Appointed Date of 01.04.2021. 13. That the consent of Secured and Unsecured creditors of the Transferee Company has not been obtained. Therefore, the separate meeting of the Secured and Unsecured Creditors of the Transferor Companies shall be convened in the following manner: viii) The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... debt amounting to not less than five per cent. of the total outstanding debt as per the latest audited financial statement (6)Where, at a meeting held in pursuance of sub-section (1), majority of persons representing three-fourths in value of the creditors, or class of creditors or members or class of members, as the case may be, voting in person or by proxy or by postal ballot, agree to any compromise or arrangement and if such compromise or arrangement is sanctioned by the Tribunal by an order, the same shall be binding on the company, all the creditors, or class of creditors or members or class of members, as the case may be, or, in case of a company being wound up, on the liquidator and the contributories of the company. (9) The Tribunal may dispense with calling of a meeting of creditor or class of creditors where such creditors or class of creditors, having at least ninety per cent. value, agree and confirm, by way of affidavit, to the scheme of compromise or arrangement. Rule 9, 10 13 of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2013 9. Voting. The person who receives the notice may within one month from the date of receipt ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed in the manner prescribed in the preceding sub-rule and the witness certifies that it was explained to the member or creditor in the language known to him, and gives the member s or creditor's name in English below the signature. 13. Result of the meeting to be decided by voting. (1) The voting at the meeting or meetings held in pursuance of the directions of the Tribunal under Rule 5 on all resolutions shall take place by poll or by voting through electronic means. (2) The report of the result of the meeting under sub - rule (1) shall be in Form No. CAA. 4 and shall state accurately the number of creditors or class of creditors or the number of members or class of members, as the case may be, who were present and who voted at the meeting either in person or by proxy, and where applicable, who voted through electronic means, their individual values and the way they voted. ( Emphasis Supplied ) 10. From the above, it is clear that as per Section 230(9) of the Companies Act, 2013, the Tribunal may dispense with the calling of a meeting of creditors or class of creditors, where such creditors or class of creditors, having at least ninety per cent value, agre ..... X X X X Extracts X X X X X X X X Extracts X X X X
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