Scheme of Amalgamation application rejected due to lack of Secured Creditors' approval. Chairperson and scrutinizer reports highlighted deficiencies. Applicant advised to revise and refile.

The Tribunal dismissed the application due to the lack of approval by Secured Creditors for the Scheme of Amalgamation. The Chairperson and scrutinizer reports highlighted deficiencies in proxies and incomplete documentation, rendering the proxies invalid. The applicant's subsequent changes to the Scheme were not approved by Secured Creditors, leading to the rejection of the application. The Tribunal advised the Applicant to revise the Scheme and file a new Company petition for approval.

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Issues:
1. Validity of proxies and authorization of secured creditors
2. Approval of the Scheme of Amalgamation by Creditors
3. Amendment of order dated 01.06.2017 and dispensing with the requirement of holding meetings of Secured Creditors

Analysis:

Issue 1: Validity of proxies and authorization of secured creditors
The Tribunal reviewed a joint application previously filed and noted that the Chairperson's report highlighted deficiencies in the authorization of proxies representing the creditors. The Scrutinizer's report also revealed incomplete documentation related to the authorization of Secured Creditors, rendering the proxy forms invalid. The quorum for the meeting was delayed due to the scrutinizer's unavailability, leading to the rejection of all proxies. The report detailed instances where proxies were rejected due to missing original documents, lack of proper authority, and incomplete information. The final poll results indicated that all proxies were found to be invalid, preventing the voting exercise on the proposed resolution.

Issue 2: Approval of the Scheme of Amalgamation by Creditors
The Tribunal observed that the Scheme of Amalgamation presented during the First Motion did not receive approval from the Creditors, as confirmed by the Chairperson and scrutinizer reports. Meetings of Creditors were conducted based on the applicant's request, without any plea for amending the initial motion application. The applicant's subsequent changes to the Scheme, including payments to certain Secured Creditors, necessitated the presentation of a new Scheme. Since the current Scheme lacked approval from Secured Creditors, it was deemed unsuitable for Tribunal approval, leading to the dismissal of the application.

Issue 3: Amendment of order dated 01.06.2017 and dispensing with the requirement of holding meetings of Secured Creditors
The applicant sought an amendment to the order dated 01.06.2017, requesting to forego the need for convening, holding, and conducting meetings of Secured Creditors for a specific company. The application also highlighted payments made to some Secured Creditors and the submission of consent affidavits as per the Companies Act. However, after considering the arguments presented, the Tribunal concluded that the Scheme's lack of approval by Secured Creditors necessitated the filing of a fresh Company petition with a modified Scheme, leading to the dismissal of the application.

In conclusion, the Tribunal dismissed the application due to the Scheme's lack of approval by Secured Creditors and advised the Applicant to revise the Scheme and initiate a new process through a fresh Company petition.

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