TMI Blog2018 (2) TMI 1684X X X X Extracts X X X X X X X X Extracts X X X X ..... on over the discretion exercised by the NCLT. We do not find any substance in the appeal. The appeal is rejected. - Company Appeal (AT) No. 04 of 2018 - - - Dated:- 31-1-2018 - Mr. A.I.S. Cheema And Mr. Balvinder Singh, JJ. For The Appellant : Mr. Mukesh Sukhija, Advocate. Ms. Pooja Bhatia, Company Secretary in practice. ORDER Heard learned counsel for the appellant. The present appeal has been filed against the orders passed by the National Company Law Tribunal, Bench III, New Delhi in C.P.CA (CAA)-120/ND/2017. The appellant along with Mega Airways Limited filed an application u/s 230-232 of the Companies Act, 2013 (Act-in brief) read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Mega Airways L ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or the purpose of obtaining approval of the proposed Scheme of Amalgamation should be granted on the basis that the Scheme of Amalgamation was between holding company and its wholly owned subsidiary. It was stated before NCLT and is being argued before us also that there is no allotment of shares contemplating in the Scheme of Amalgamation and that the accounting treatment as contemplated in the Scheme is by way of pooling of interests method which has been certified by the statutory auditors. It is being claimed that even though Transferee Company is listed company in view of the Scheme of Amalgamation contemplated between holding company and it s subsidiary, the meetings as contemplated under the provisions of the Companies Act, 2013 can ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... quired to be noted that only when the meetings, be it the shareholders or creditors, when called, convened and held, gives rise to exchange of information, between the company and its shareholders and other stakeholders of the companies which is sine quo non for effective Corporate Governance, particularly in relation to the Scheme as the one contemplated herein even when it is between a holding and wholly owned subsidiary. It is also to be seen that even in the simplified procedure prescribed under Section 233 of the Act the meetings of shareholders have not been dispended with and this Tribunal, hence is of the view, particularly in relation to Transferee Company, being a widely held public company sought for, is not to be granted and hen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at Section 233 referred to initially by NCLT has a speedier process but if appellant keeping in view sub-section (14), preferred to resort to Section 232 the applicants cannot be faulted with. Only thing is that, then they have to go through the procedure as u/s 232 of the Act. Section 232 gives powers to NCLT to consider decide calling of meeting of creditors etc. Appellant cannot claim dispensing meetings as a right. 7. When it is a question of merger and the provisions require and give discretion to the NCLT with regard to calling of meetings, it is a discretion to be exercised judiciously by NCLT. NCLT is duty bound to follow procedure laid down by law. The NCLT recorded reasons why it finds that calling of the meetings is necess ..... X X X X Extracts X X X X X X X X Extracts X X X X
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