Tribunal approves Amalgamation Scheme, directs creditor meetings, grants implementation directions.

The Tribunal dispensed with the meetings of Equity Shareholders, directed the convening of Unsecured Creditors and Unsecured Trade Creditors meetings, and ensured compliance with statutory provisions. The Scheme of Amalgamation was approved, deemed beneficial for the companies and stakeholders, with the Tribunal granting necessary directions for its implementation. The Applicant Companies were permitted to file a Company Petition for the sanction of the Scheme, subject to statutory compliance.

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Issues Involved:
1. Dispensation of convening a meeting of Equity Shareholders.
2. Convening meetings of Unsecured Creditors and Unsecured Trade Creditors.
3. Compliance with statutory provisions and regulations.
4. Certification and consent from stakeholders.
5. Approval of the Scheme of Amalgamation.

Issue-wise Detailed Analysis:

1. Dispensation of Convening a Meeting of Equity Shareholders:
The Tribunal was petitioned to dispense with convening a meeting of the Equity Shareholders of the Transferor Company for considering the proposed Scheme of Amalgamation. The Transferor Company, M/s. Orion Property Management Services Ltd., and the Transferee Company, M/s. WTC Trades & Projects Pvt. Ltd., both had their shareholders provide affidavits consenting to the Scheme and the dispensation of meetings. The Tribunal, empowered by Section 230(9) of the Companies Act, 2013, found that the consent affidavits from 100% of the shareholders justified dispensing with the meetings.

2. Convening Meetings of Unsecured Creditors and Unsecured Trade Creditors:
The Tribunal directed the convening of meetings for the Unsecured Creditors and Unsecured Trade Creditors of both the Transferor and Transferee Companies. Specific details such as the date, time, venue, and the appointment of a Chairperson and Scrutinizer were provided. The meetings were scheduled for 24.02.2021 at different times for different classes of creditors, with the quorum set at 30% of the total value of Unsecured Creditors. The appointed Chairperson and Scrutinizer were tasked with overseeing these meetings and reporting back to the Tribunal.

3. Compliance with Statutory Provisions and Regulations:
The Tribunal emphasized the need for compliance with the Companies Act, 2013, and the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016. The Applicant Companies were directed to follow all extant provisions in convening the meetings. Notices of the meetings were to be published in specified newspapers, ensuring transparency and adherence to statutory requirements.

4. Certification and Consent from Stakeholders:
Certificates from B. K. Ramadhyani & Co. LLP, Chartered Accountants, confirmed the number of shareholders and creditors, and compliance with Indian Accounting Standards (Ind AS) - 103. The Chartered Accountants certified that there were no secured creditors in either company, and all shareholders had provided consent affidavits. This certification played a crucial role in the Tribunal's decision to dispense with the equity shareholders' meetings and proceed with the creditors' meetings.

5. Approval of the Scheme of Amalgamation:
The Scheme of Amalgamation was approved by the Board of Directors of both companies on 05th October 2020. The rationale included reducing regulatory burdens, administrative inefficiencies, and inter-company transactions. The Tribunal found the Scheme to be in the best interests of the companies and stakeholders, ensuring it complied with legal provisions and protected stakeholders' interests. The Tribunal granted relief by dispensing with equity shareholders' meetings and directed the convening of unsecured creditors' meetings.

Conclusion:
The Tribunal's order dispensed with the meetings of Equity Shareholders, directed the convening of Unsecured Creditors and Unsecured Trade Creditors meetings, and ensured compliance with statutory provisions. The Scheme of Amalgamation was found to be in the best interests of the companies and stakeholders, with the Tribunal granting necessary directions for its implementation. The Applicant Companies were permitted to file a Company Petition for the sanction of the Scheme, subject to statutory compliance.

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