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TMI Blog2021 (12) TMI 1022X X X X Extracts X X X X X X X X Extracts X X X X ..... ber ( T ) ] 1. Aggrieved by the Order in C.A.(CAA)-66/ND/2021 dated 31.08.2021 passed by NCLT (National Company Law Tribunal, New Delhi Bench, Court-II), the Appellants namely Minda I Connect Pvt. Ltd. and Minda Industries Limited, preferred this Appeal under Section 421 of the Companies Act, 2013. There are no Respondents in these Appeals. 2. On 02.06.2021, an Application under Section 230-232 of the Companies Act, 2013 (hereinafter referred to as the 'Act') was filed for seeking exemptions from and/or seeking directions for convening/holding of the meetings of Shareholders and/or Creditors of the Appellant 1/Company and Appellant 2/Company (hereinafter collectively referred to as 'the Appellants Company'), to consider and approve the Sc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is not complete at the time of the meeting, it shall adjourn the meeting by 30 minutes, and the members present after 30 minutes but not less than 440 shall be deemed to constitute the quorum for the said meeting. The meeting will be chaired by Mr. Santosh Kumar Sahewala (IBBI Registration No. IBBI/IPA-001/IPP00797/2017-18/11364 Email: [email protected]) or in his absence by Ms. Santosh Goel (IBBI Registration No. IBBI/IPA-001/1P-P00823/2017-18/11399, Email Id: [email protected]; and Mr. Roshan Lal Jain (IBBI Registration No. IBBI/IPA-001/IP-P00966/2017-18/11537 Email Id: [email protected]) is appointed as Scrutinizer. The Chairman's Report shall be filed before this Tribunal within 7 days from the conclusion of this meet ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ted as Scrutinizer. The Chairman's Report shall be filed before this Tribunal within 7 days from the conclusion of this meeting. iii. The Chairman's Report shall be filed before this Tribunal within 7 days from the conclusion of this meeting." (Emphasis Supplied) 5. Learned Counsel for the Appellant Companies submitted that NCLT went beyond the provisions of Section 103(3) of the Act by directing that at least 440 shareholders shall constitute the Quorum in case of Shareholders Meeting and at least 50 Unsecured Creditors shall constitute the Quorum in case of Unsecured Creditors Meeting. It is the case of the Appellants that Section 230(6) of the Act provides for a majority of persons representing 3/4th in value of the Creditor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... present if the number of members as on the date of meeting is not more than one thousand; (ii) fifteen members personally present if the number of members as on the date of meeting is more than one thousand but up to five thousand; (iii) thirty members personally present if the number of members as on the date of the meeting exceeds five thousand; (b) in the case of a private company, two members personally present, shall be the quorum for a meeting of the company. (2) If the quorum is not present within half-an-hour from the time appointed for holding a meeting of the company - (a) the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other date and such other time and place as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... onstitute a revised Quorum. We also find force in the contention of the Learned Counsel for the Appellants Company specially, keeping in view the provisions of Section 230-232 of the Act and the Rules thereof, that voting on the Scheme of Amalgamation can happen either in the Virtual Meeting or by Postal Ballet or by E-Voting and therefore the number of Shareholders or Creditors present at the Virtual Meeting is not determinative of their consent or lack thereof. The number of Creditors present at the meeting can always give consent and approval of the Scheme of Amalgamation and if the approvals satisfies the conditions of Section 230 (6) of the Act, if is sufficient compliance of the provisions of Companies Act, 2013. The three-fourths maj ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in the Impugned Order with respect to fixing of the Quorum by 10 % of Shareholders i.e. 440 and minimum of 50 Unsecured Creditors is hereby set aside. The meetings may be conducted within 8 weeks from the date of this Order.
9. This Appeal i.e. Company Appeal (AT) No. 135 is allowed with all the aforenoted directions.
10. Company Appeal (AT) No. 134 of 2021 has been preferred against the Impugned Order dated 20.10.2021 in IA-22/2021 in C.A. (CAA)-66/ND/2021 passed by NCLT, New Delhi Bench (Court-II), seeking rectification/modification of the Order dated 31.08.2021.
11. For reasons mentioned in Company Appeal (AT) No. 135 of 2021, this Appeal i.e. Company Appeal (AT) No. 134 of 2021 is dismissed as infructuous. X X X X Extracts X X X X X X X X Extracts X X X X
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