2022 (5) TMI 210 - Tri - Companies Law

Sanction of scheme of amalgamation - seeking an order to dispense with convening the meeting of the Shareholders Secured Creditors and Unsecured Creditors of the Applicant Companies - Sections 230 to 232 of the Companies Act 2013 read with Rule 3 of the Companies (Compromises Arrangements and Amalgamation) Rules 2016 - HELD THAT - Directions with regard to holding convening and dispensing with various meetings issued - the scheme is approved - application allowed.

Summary

Issues:
Company Application under Sections 230 to 232 of the Companies Act, 2013 for dispensing with the meeting of Shareholders, Secured Creditors, and Unsecured Creditors for the Scheme of Amalgamation.

Analysis:
The Company Application was filed seeking an order to dispense with convening the meeting of the Shareholders, Secured Creditors, and Unsecured Creditors of the Applicant Companies for considering the Scheme of Amalgamation. The Applicant Companies detailed their incorporation dates, share capital structure, main business objectives, and the benefits expected from the amalgamation. The Board of Directors approved the Scheme with the appointed date and subject to shareholder and creditor approval. No investigations or pending proceedings were reported. Shareholder and Creditor consents were obtained through auditor certificates.

The Tribunal noted that all shareholders, Secured Creditors, and Unsecured Creditors of the Applicant Companies provided consent affidavits agreeing to the proposed Scheme of Amalgamation. Therefore, meetings for these stakeholders could be dispensed with as per Section 230(9) of the Companies Act, 2013. The Tribunal also highlighted the compliance requirements under Section 230 and Rule 8 of the Companies (CAA) Rules, 2016, for sending notices to relevant authorities and the timeline for representations. Any interested person could present their contentions before the Tribunal if the Applicant Companies seek approval of the Scheme.

In conclusion, the Company Application was allowed, and the matter was disposed of accordingly. The judgment emphasized the importance of stakeholder consents, compliance with legal procedures, and the opportunity for interested parties to participate in the process before the Tribunal.