9911796707
TMI Blog2023 (6) TMI 196X X X X Extracts X X X X X X X X Extracts X X X X ..... .A. (CAA)- 116/ND/2021 passed by the 'Tribunal' (National Company Law Tribunal, New Delhi, Principal Bench). 2. Heard the Counsel for Parties and perused the records made available. 3. Learned Counsel for the Parties stated that the TCR Trading Pvt. Ltd./ Transferor Company No. 1 is being proposed to merge along with another transferor company, namely, Tridev Advisory Services Pvt. Ltd./ Transferor Company No. 2 into Triage Industries Pvt. Ltd./ Transferee Company (all three companies are related closely held family companies). 4. Learned Counsel for the Parties stated that in order to reduce the expenses, bring efficient cash management and for consolidation of business, the three companies proposed a scheme of amalgamation and jointly ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed to be corrected by the 'Tribunal'. 8. In order to examine the prayers made to this 'Appellate Tribunal', it would be desirable to look into relevant portion of the 'impugned order' along with the relevant laws and regulations. 9. This 'Appellate Tribunal' has perused the 'impugned order' dated 08.12.2021 and notes the following relevant portions :- "Under consideration is the Application No. C.A.(CAA) 116/ND/2021 filed under Sections 230 to 232 of the Companies Act, 2013. The prayer made is tọ dispense with the meeting of Shareholders and Creditors in relation to the Transferor Companies, dispensing with the meeting of Shareholders of the Transferee Company and convening the meeting of Secured and Unsecured Creditors of the Tra ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s may be prescribed: Provided that the Appellate Tribunal may entertain an appeal after the expiry of the said period of forty-five days from the date aforesaid, but within a further period not exceeding forty-five days, if it is satisfied that the appellant was prevented by sufficient cause from filing the appeal within that period. (4) On the receipt of an appeal under sub-section (1), the Appellate Tribunal shall, after giving the parties to the appeal a reasonable opportunity of being heard, pass such orders thereon as it thinks fit, confirming, modifying or setting aside the order appealed against. (5) The Appellate Tribunal shall send a copy of every order made by it to the Tribunal and the parties to appeal" "230. Power to comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gement." Rule 9, 10 & 13 of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2013 "9. Voting.-The person who receives the notice may within one month from the date of receipt of the notice vote in the meeting either in person or through proxy or through postal ballot or through electronic means to the adoption of the scheme of compromise and arrangement. Explanation. For the purposes of voting by persons who receive the notice as shareholder or creditor under this rule- (a) "shareholding" shall mean the shareholding of the members of the class who are entitled to vote on the proposal; and (b) "outstanding debt" shall mean all debt owed by the company to the respective class or classes of creditors that remains out ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the witness and such witness shall have certified at the foot of the proxy that all such insertions have been made by him at the request and in the presence of the member or creditor before he attached his signature or mark. (5) The proxy of a member or creditor who does not know English may be accepted if it is executed in the manner prescribed in the preceding sub-rule and the witness certifies that it was explained to the member or creditor in the language known to him, and gives the member's or creditor's name in English below the signature. 13. Result of the meeting to be decided by voting.- (1) The voting at the meeting or meetings held in pursuance of the directions of the Tribunal under Rule 5 on all resolutions shall take p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed and unsecured creditors. The Tribunal in para 13 of the 'impugned order' gave the directions to convene the meeting, dispatch the notices of meeting along with the form of proxy but in Para 13 (viii) of the Impugned Order allowed the voting on the proposed scheme by voting in person but voting through proxy was not allowed. In this connection it is noted that voting by proxy is allowed by Section 230(4) & (6) of the Companies Act, 2013 and Rule 9, 10 & 13 of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2013. As per Explanation to Rule 5(d) of the Companies (Compromises, Arrangements and Amalgamation Rules,) 2016 the Chairman, inter-alia shall, at the general meeting, at the end of discussions on the resolutions on wh ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
