2021 (6) TMI 448 - Tri - Companies Law

Tribunal Directs Shareholder Meetings Dispensed in Companies Act Scheme of Arrangement Application

The Tribunal issued directions for the calling, convening, and holding of meetings for shareholders, secured and unsecured creditors, or dispensing with ... Approval of Scheme of Arrangement by way of amalgamation - section 230-232 of Companies Act, 2013 - HELD THAT:- Various directions issued, with respect to calling, convening and holding of the meetings of the Shareholders, Secured and Unsecured Creditors or dispensing with the same - application allowed. Issues:Application under sections 230-232 of Companies Act, 2013 for Scheme of Arrangement by way of amalgamation between two companies.Analysis:The judgment pertains to a joint application filed by two companies, referred to as the Transferor Company and the Transferee Company, seeking approval for a Scheme of Arrangement by way of amalgamation under sections 230-232 of the Companies Act, 2013. The Transferor Company, incorporated as 'Qwikcilver Solutions Private Limited,' and the Transferee Company, 'Pine Labs Private Limited,' have their registered offices in the jurisdiction of the Registrar of Companies, NCT of New Delhi & Haryana. Both companies have submitted their Memoranda, Articles of Association, and last Audited Annual Accounts for the year ended 31.03.2020 for consideration.The board meetings of both companies held in December 2020 approved the proposed Scheme of amalgamation. Certificates from statutory auditors, as required under the Companies Act, 2013, along with consents from shareholders, secured creditors, and unsecured creditors have been provided. The Transferor Company has two Equity Shareholders, one Secured Creditor, and one hundred and forty Unsecured Creditors, while the Transferee Company has eight Equity Shareholders, two Secured Creditors, and seven hundred and ninety-nine Unsecured Creditors. The consents from shareholders, secured creditors, and unsecured creditors have been obtained and submitted, seeking dispensation with the requirement of holding/convening meetings.The appointed date for the Scheme is specified as 1st April 2021, subject to the directions of the Tribunal. After considering the submissions and documents, the Tribunal issues directions regarding the calling, convening, and holding of meetings for shareholders, secured and unsecured creditors, or dispensing with the same. The judgment specifies detailed directions for each company separately, based on the consents received from the stakeholders. Meetings for shareholders, secured creditors, and unsecured creditors are dispensed with based on the consents obtained, and the application is allowed and disposed of accordingly.