Tribunal OKs Merger Plan: Shareholders & Unsecured Creditors to Vote, Meetings Scheduled, Compliance Required.

The Tribunal approved the application for the proposed scheme of merger and amalgamation under Sections 230-232 of the Companies Act, 2013, allowing the dispensation of meetings for secured creditors due to obtained consents. However, meetings for shareholders and unsecured creditors were mandated, with specific dates and quorum requirements. The Tribunal appointed a Chairperson and Scrutinizer to oversee these meetings and report the outcomes. Compliance with the Companies (CAA) Rules was required, including sending notices to relevant authorities. The order provided detailed instructions for conducting the meetings and reporting back to the Tribunal.

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Issues:
Dispensation of meeting of shareholders and creditors for proposed scheme of merger and amalgamation under sections 230-232 of the Companies Act, 2013.

Analysis:
The application filed jointly by the companies sought the dispensation of meetings of shareholders and creditors for the proposed scheme of merger and amalgamation. The companies provided reasons for the amalgamation, including common shareholding, leveraging resources, and strengthening financial positions. The companies confirmed no pending investigations or proceedings under Sections 210 to 226 of the Companies Act, 2013. They also clarified that notice to RBI and CCI was not required due to their specific circumstances.

The companies submitted details of shareholders, secured creditors, and unsecured creditors, along with consent affidavits. The accounting treatment proposed in the scheme was in line with accounting standards. The counsel contended that meetings of shareholders and certain creditors could be dispensed with due to obtained consents. However, it was agreed to convene meetings of all shareholders and creditors of the companies.

The Tribunal found no need to convene meetings of secured creditors for certain companies. Meetings were scheduled for shareholders and creditors, with specific dates and quorum requirements outlined. Advertisements and notices were to be published and sent out as per regulatory requirements. The Chairperson and Scrutinizer for the meetings were appointed, with directions for compliance and reporting to the Tribunal.

The Chairperson was granted powers to conduct the meetings, decide procedural questions, and report the meeting results to the Tribunal. Compliance with Companies (CAA) Rules was emphasized, including sending notices to relevant authorities. The order allowed the application and provided detailed instructions for further actions in compliance with the Companies Act, 2013 and related rules.

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