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2020 (11) TMI 390 - Tri - Companies LawApproval of Amalgamation scheme - Section 230 to 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules,2016 and National Company Law Tribunal Rules 2016 - dispensation with the convening, holding and conducting of various meetings - issuance of notices as per the provisions of Section 230(5) of the Companies Act 2013 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - whether the Tribunal has power to dispense with the meetings of the shareholders/secured/unsecured creditors of both the Companies? - HELD THAT:- In the present applications, it is stated that the Transferor Company is a direct wholly-owned subsidiary of the Transferee Company and in the proposed Scheme of Amalgamation, the entire assets and liabilities of the Transferor Company will be taken over by the Transferee Company. The Net worth of the Transferor Company and the Transferee Company are ₹ 13,14,33,968 and ₹ 4,08,86,87,025 respectively and the creditors of the demerged Company will become the creditors of the Transferee Company. The Transferee Company have 69,649 unsecured creditors with total unsecured debt amounting to ₹ 211,07,67,223.03 and does not have any Secured Creditors as on 31.12.2019. The proposed Scheme of Amalgamation will not restructure or vary the debt obligations of the Transferor and Transferee Companies towards their respective Creditors. The prayers of the Applicant Companies deserve to be allowed and that the meetings of the members of the Transferor Company and Transferee Company as envisaged under Section 230(1) of the Companies Act, 2013 is not necessary and will not serve any purpose, if called, be dispensed with subject to strict compliance of the conditions imposed.
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