Home Case Index All Cases Companies Law Companies Law + Tri Companies Law - 2021 (6) TMI Tri This
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2021 (6) TMI 688 - Tri - Companies LawApproval of scheme of merger (by absorption) - seeking dispensation of the meeting of the equity shareholders, secured creditors and unsecured creditor - sections 230-232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT:- It is found that no list of shareholders as well as unsecured creditors has been filed. The certificate so issued by the chartered accountant, it only reflects the total number of shareholders ; annexed as annexure L at page No. 411 of the application, however, no descriptive details have been annexed. Further, CA certificate annexed as annexure M at page No. 412 of the application only shows the value of the creditors not the number of creditors, consequent upon which the share- holders are not identified from which consent affidavit ought to be obtained for dispensation of the meeting as sought for. In the instant matter there are large number of shareholders and creditors and none of them has filed their consent/no objection towards the scheme of merger/amalgamation, as such due to want of such written consent by way of affidavit from the side of share- holders/creditors, the prayer for dispensation of the meeting cannot be allowed - applicant-companies shall take steps as per section 230(5) of the Companies Act, by issuing notice to the Central Government through Regional Director (North-Western Region), Ministry of Corporate Affairs, the Income-tax Authorities, Registrar of Companies, Gujarat, RBI, and respective stock exchanges where the company is listed and other Sectoral Regulators. The dispensation of the meeting of the equity shareholders and creditors of the company as prayed for in the application is not allowed.
|