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2021 (1) TMI 764 - Tri - Companies LawAmalgamation scheme - seeking to dispense with convening a meeting of the Shareholders and Creditors of the Demerged Company and Resulting Company for the purpose of considering the proposed Scheme etc. - Sections 230 to 232 of the Companies Act, 2013 R/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT:- The Companies have disclosed material information with regard to the Scheme in question. In the normal circumstances, it is the prerogative of concerned Companies to take decisions dictated by commercial expediency and evolve Scheme in their mutual business interest, and the Tribunal is only empowered to examine the Scheme broadly, so as to ensure that the Scheme is prepared in accordance with the provisions law and the interest of all the stakeholders of Companies involved, are taken care of by affording due notice of Scheme, etc. Therefore, in view of the no objections to the Scheme and consents given by the different stakeholders for dispensing with the meetings, as mentioned in the preceding paragraphs, there is no necessity to convene the meetings for the same purpose. In the instant case, all the Companies involved in the case, have filed necessary Certificates given by the Chartered Accountants duly certifying the number of Shareholders, constituting 100% of Equity Shareholding of the Applicant Companies, Secured and Unsecured Creditors of the Demerged Company, Unsecured Trade Creditors of the Applicant Companies constituting greater than 90% in value of the total amount due, and they have also furnished their consent affidavits. There would not serve any purpose to direct to convene the meetings in question. Therefore, it would be just and appropriate to dispense with the meetings as sought for, on the principle of ease of doing business, and to facilitate the Company to file necessary second stage Petition seeking to sanction the Scheme, subject to fulfillment of all statutory conditions, after ordering notices to respective Statutory Authorities. Appeal is disposed of with the following directions: (1) It is hereby dispensed with convening and holding of the meetings of the Equity Shareholders of the Applicant Companies. (2) It is hereby dispensed with convening and holding of the meeting of the Secured Creditors of the Demerged Company. (3) It is hereby dispensed with convening and holding of the meeting of the Unsecured Creditors of the Demerged Company. (4) It is hereby dispensed with convening and holding of the meetings of the Unsecured Trade Creditors of the Applicant Companies. (5) The Applicant Companies are directed to issue paper notification one in English language 'The Hindu' and one in vernacular language 'Udayavani' about the dispensation of the meetings by this Tribunal, within a period of 10 (Ten) days from the date of receipt of copy of this Order. (6) Any party, aggrieved by this Order, is entitled to file miscellaneous application, in the instant Company Application, by seeking appropriate direction(s). (7) The Company is permitted to file necessary Company Petition for the sanction of Scheme of Arrangement in question, in accordance with law.
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