Tribunal grants relief to Applicant Companies in C.A. No. 21/BB/2021, approves Scheme of Amalgamation

The Tribunal in C.A. (CAA) No. 21/BB/2021 granted relief sought by Applicant Companies, dispensing with meetings for Equity Shareholders and Secured Creditors. Meetings for Unsecured Creditors were directed to be convened on 29.05.2021 via Video Conference. The Scheme of Amalgamation was approved, citing business consolidation and resource optimization. The Tribunal emphasized compliance with the Companies Act, 2013, and related rules, appointing officials for creditor meetings. Parties were instructed to file reports and petitions for scheme sanction, with provision for aggrieved parties to seek directions through Interim Applications.

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Issues Involved:
1. Dispensation of meetings for Equity Shareholders.
2. Dispensation of meetings for Secured Creditors.
3. Convening meetings for Unsecured Creditors.
4. Approval and compliance with the Scheme of Amalgamation.

Issue-wise Detailed Analysis:

1. Dispensation of Meetings for Equity Shareholders:
The Applicant Companies, M/s. Varidhi Hygiene Products Private Limited (Transferor Company) and M/s. Origami Cellulo Private Limited (Transferee Company), sought to dispense with the meetings of their Equity Shareholders. The Chartered Accountants issued certificates verifying the Equity Shareholders and their no-objection affidavits for the proposed Scheme of Amalgamation. The Tribunal, satisfied with the compliance of the Companies Act, 2013, and the supporting affidavits, dispensed with the need for these meetings.

2. Dispensation of Meetings for Secured Creditors:
The Transferor and Transferee Companies also sought to dispense with the meetings of their Secured Creditors. Certificates from Chartered Accountants confirmed the details of Secured Creditors, who provided affidavits expressing no objection to the Scheme. The Tribunal, upon reviewing these documents and ensuring compliance with statutory requirements, dispensed with the meetings for Secured Creditors.

3. Convening Meetings for Unsecured Creditors:
The Tribunal directed the convening of meetings for the Unsecured Creditors of both companies. The Transferor Company was instructed to hold its meeting on 29.05.2021 at 11:00 A.M., and the Transferee Company at 12:00 P.M. on the same day, both through Video Conference. Anil Kumar Choudhary was appointed as Chairperson and Prasanna Naganur as Scrutinizer for these meetings. The quorum was set at 30% of the total value of Unsecured Creditors. Notices for these meetings were to be published in "The Hindu" and "Udayavani."

4. Approval and Compliance with the Scheme of Amalgamation:
The Board of Directors of both Applicant Companies approved the Scheme of Amalgamation in their respective meetings held on 15th September 2020. Chartered Accountants certified that the accounting treatment specified in the Scheme complied with Section 133 of the Companies Act, 2013. The rationale for the Scheme included consolidation of business, reduction of overheads, and optimization of resources. The Tribunal, convinced by the compliance and material facts presented, granted the relief sought by the Applicants.

Conclusion:
The Tribunal disposed of C.A. (CAA) No. 21/BB/2021 with specific directions:
- Dispensing with the meetings of Equity Shareholders and Secured Creditors.
- Convening meetings of Unsecured Creditors on 29.05.2021.
- Appointing Chairperson and Scrutinizer for these meetings.
- Ensuring compliance with the Companies Act, 2013, and related rules.
- Filing reports and subsequent petitions for sanction of the Scheme.

The Tribunal also allowed any aggrieved party to file Interim Applications seeking appropriate directions.

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