Tribunal Allows Dispensation of Shareholder Meetings for Scheme of Arrangement

The Tribunal granted the application under Sections 230 to 232 of the Companies Act, 2013, allowing dispensation of meetings for shareholders and creditors to consider a Scheme of Arrangement. With consent from all stakeholders through affidavits and certificates, the Tribunal dispensed with the meetings, emphasizing stakeholder consent and legal compliance. The decision aimed to facilitate the companies in implementing the Scheme while upholding transparency and statutory requirements.

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Issues Involved:
Application under Sections 230 to 232 of the Companies Act, 2013 seeking dispensation of meetings for shareholders and creditors to consider a proposed Scheme of Arrangement.

Detailed Analysis:

1. Scheme of Arrangement:
The application filed by two companies sought to dispense with convening meetings of shareholders and creditors for considering a Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013. The Scheme involved the demerger and vesting of the Demerged Undertaking from one company into another, subject to confirmation by the Tribunal where the registered offices of both companies are located.

2. Certification by Chartered Accountants:
Chartered Accountants provided certificates confirming the shareholders and creditors of both companies. Shareholders and creditors, after due verification, consented to the Scheme through affidavits, meeting the requirements of dispensation as per Section 230(9) of the Companies Act, 2013.

3. Tribunal's Consideration:
The Tribunal, after reviewing the certificates, affidavits, and the Scheme details, observed that all stakeholders had consented to the Scheme and dispensation of meetings. The Tribunal emphasized that it is empowered to broadly examine the Scheme to ensure compliance with the law and the interests of all stakeholders are protected.

4. Decision and Directions:
Based on the stakeholders' no objections and consents, the Tribunal decided to dispense with the meetings for shareholders and creditors. The Tribunal highlighted the principle of ease of doing business and directed the companies to issue notifications about the dispensation. The companies were permitted to file a necessary Company Petition for the sanction of the Scheme.

5. Conclusion:
The Tribunal disposed of the application with directions to dispense with all relevant meetings, emphasizing the importance of stakeholder consent and compliance with statutory conditions. The decision aimed to facilitate the companies in moving forward with the proposed Scheme of Arrangement while ensuring transparency and legal compliance.

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