Tribunal waives separate meetings in Amalgamation Scheme approval. Directions issued for notices and compliance proof.

The Tribunal dispensed with the requirement of convening separate meetings of shareholders and creditors as they had already consented to the proposed Scheme of Amalgamation. Directions were issued for serving notices to various authorities, and the Applicant(s) were instructed to file an affidavit proving compliance. The application was disposed of accordingly, with the Registry directed to send copies of the order to relevant parties. An urgent certified copy of the order was to be provided upon request.

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Issues:
Application under Sections 230(1) and 232(1) of the Companies Act, 2013 for orders and directions regarding meetings of shareholders and creditors in connection with a Scheme of Amalgamation.

Analysis:
The application was filed for orders and directions related to the Scheme of Amalgamation involving multiple Transferor Companies and a Transferee Company. The Scheme proposed the amalgamation of five Transferor Companies with the Transferee Company effective from 1st April 2020, as per the terms outlined in the Scheme.

The Applicant(s) consisted of various classes of shareholders and creditors, each with different numbers of equity shareholders, preference shareholders, secured creditors, and unsecured creditors. The application highlighted that all equity shareholders of the Applicant Companies, as well as certain secured and unsecured creditors, had already given their consent to the Scheme through affidavits attached to the application.

Based on the submissions and documents presented, the Tribunal decided to dispense with the requirement of convening separate meetings of equity shareholders, secured creditors of one company, and unsecured creditors of multiple companies, as they had already provided written consent to the proposed Scheme of amalgamation. This decision was made considering the consent obtained from the relevant parties involved.

Additionally, directions were issued for serving notices under Section 230(5) of the Companies Act, 2013 to various authorities, including the Regional Director, Registrar of Companies, Official Liquidator, High Court Calcutta, Reserve Bank of India, and Income Tax Department. The notice specified the timeline for filing representations and outlined the procedure for handling any representations received within the stipulated period.

The Applicant(s) were instructed to file an affidavit proving the service of notices and compliance with all directions contained in the order. Subsequently, the application, identified as Company Application (CAA) No. 36/KB/2021, was disposed of accordingly, with the Registry directed to send copies of the order to all relevant parties. An urgent certified copy of the order was to be provided to the parties upon request, subject to fulfilling necessary formalities.

The judgment was signed on 2nd July 2021 by the Members of the Tribunal handling the case.

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