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2021 (12) TMI 967 - AT - Companies LawSanction of Scheme of merger by absorption - dispensation of the meeting of the Equity Shareholders, Secured Creditors and Unsecured Creditors - Section 230-232 of the Act read with Companies (Compromise, Arrangement and Amalgamation) Rules, 2016 - HELD THAT:- The material on record establishes that the ‘Transferee Company’ is a Wholly Owned Subsidiary of the ‘Transferor Company’ and there is no issuance of any new shares and therefore there is no reorganization of share capital and consequently no arrangement wherein Shareholders have to compromise with Creditors of the ‘Transferor Company’. The rights and liabilities of Secured and Unsecured Creditors were not getting affected in any manner by way of the proposed scheme as no new shares are being issued by the ‘Transferor Company’ and no compromise is offered to any Secured and Unsecured Creditors of the ‘Transferee Company’ - when the ‘Transferor and Transferee Company’ involve a parent Company and a Wholly Owned Subsidiary the meeting of Equity Shareholders, Secured Creditors and Unsecured Creditors can be dispensed with as the facts of this case substantiate that the rights of the Equity Shareholders of the ‘Transferee Company’ are not being affected. Therefore, obtaining 90% consent Affidavits from its unsecured Creditors is not required keeping in view the facts of the attendant case. Appeal allowed.
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