Tribunal Allows Companies to Skip Meetings for Scheme Approval under Companies Act, 2013

The Tribunal granted relief in C.A. (CAA) No. 12/BB/2021, allowing the Applicant Companies to dispense with shareholder and unsecured creditor meetings under Sections 230 & 232 of the Companies Act, 2013. The Scheme of Arrangement was deemed beneficial for the companies and shareholders, meeting all statutory requirements and receiving necessary certifications. Specific directions were provided for convening a Secured Creditors' meeting, appointing a Chairperson and Scrutinizer, and outlining further procedures for Scheme approval. The order emphasized adherence to legal requirements and due processes throughout the approval process.

---

---

Issues involved:
Dispensing with the convening and holding of meetings of shareholders and creditors, approval of the proposed Scheme of Arrangement, compliance with Companies Act provisions, appointment of Chairperson and Scrutinizer for creditor meeting, following statutory procedures for approval of the scheme.

Analysis:

1. Dispensing with Meetings:
The Applicant Companies filed C.A. (CAA) No. 12/BB/2021 seeking to dispense with the convening and holding of meetings of Shareholders and Creditors under Sections 230 & 232 of the Companies Act, 2013. The Tribunal carefully examined the pleadings and provisions of the Companies Act, 2013. The Scheme was found to be in the best interests of the companies and shareholders, duly certified by Chartered Accountants, and approved by the respective Boards of Directors.

2. Compliance and Certification:
The Companies followed all relevant provisions of the Companies Act in framing the Scheme, with Statutory Auditors certifying details of shareholders, creditors, and accounting treatment compliance. Material facts were disclosed, and necessary documents were submitted. The Tribunal, satisfied with the case presented, granted relief by dispensing with certain meetings and convening the Secured Creditors' meeting for approval of the Scheme.

3. Directions and Appointments:
The Tribunal disposed of the case with specific directions: dispensing with shareholder and unsecured creditor meetings, convening the Secured Creditors' meeting on a specified date and appointing a Chairperson and Scrutinizer for the meeting. The Chairperson and Scrutinizer were directed to follow all Companies Act provisions and file reports within the stipulated timeline.

4. Further Procedures:
The Applicant Companies were granted time to file a Company petition for sanction of the Scheme after meeting all statutory compliances. Any aggrieved party could approach the Tribunal through Interim Applications for appropriate directions. The order outlined the process to be followed for the Scheme's approval, emphasizing compliance with legal requirements and due procedures.

This detailed analysis highlights the key aspects of the judgment, focusing on the legal intricacies and procedural steps involved in approving the Scheme of Arrangement as per the Companies Act, 2013.

---