2021 (7) TMI 1013 - Tri - Companies Law

Tribunal grants dispensation of meetings for Scheme of Amalgamation under Companies Act, 2013

In Re : SG Projects Private Limited and Ors.

The Tribunal allowed the application under Sections 230(1) and 232(1) of the Companies Act, 2013, for a Scheme of Amalgamation involving multiple ... Approval of Scheme of Amalgamation - Section 230(1) read with Section 232(1) of the Companies Act, 2013 - directions sought for dispensing with the meeting of equity shareholders of the Applicant Companies, Secured Creditors of Applicant No. 1 and Unsecured Creditors of Applicant No. 1 to Applicant No. 4 and Applicant No. 6 who have already given their consent to the Scheme - HELD THAT:- Various directions regarding dispensation of meetings issued - directions regarding issuance of various notices also issued. The application disposed off. Issues involved:Application under Section 230(1) read with Section 232(1) of the Companies Act, 2013 for orders and directions regarding meetings of shareholders and creditors in connection with a Scheme of Amalgamation involving multiple companies.Analysis:1. The application was filed for the Scheme of Amalgamation involving several companies, seeking orders and directions for meetings of shareholders and creditors. The Transferor Companies were proposed to be amalgamated with the Transferee Company from the Appointed Date, 01st April, 2020, as per the Scheme.2. The Applicant(s) had various classes of shareholders and creditors, each with specific numbers as of 15th January, 2021. The application mentioned the number of equity shareholders, preference shareholders, secured creditors, and unsecured creditors for each Applicant Company involved in the Scheme.3. All Equity Shareholders of the Applicant Companies had given their consent to the Scheme through affidavits attached to the application. Similarly, a significant percentage of Secured and Unsecured Creditors of the Applicant Companies had also consented to the Scheme through affidavits.4. The application sought directions to dispense with the meetings of equity shareholders, secured creditors of Applicant No. 1, and unsecured creditors of Applicant No. 1 to Applicant No. 4 and Applicant No. 6, who had already given their consent to the Scheme.5. Upon reviewing the records and submissions, the Tribunal allowed the application and made orders to dispense with the meetings of various classes of shareholders and creditors as detailed in the application. The orders included dispensing with meetings where consents had been obtained and specifying the requirements for notices under Section 230(5) of the Companies Act, 2013.6. The Tribunal directed the Applicant(s) to serve notices and accompanying documents to relevant authorities within a specified timeframe and to file an affidavit proving the service of notices and compliance with all directions contained in the order before the meetings.7. The application, identified as CA (CAA) No. 60/KB/2021, was disposed of accordingly, and the Tribunal instructed the parties to comply with all requisite formalities to obtain a certified copy of the order.8. The judgment was signed on the 15th day of July, 2021, by Harish Chander Suri, Member (T), of the National Company Law Tribunal, Kolkata Bench.This detailed analysis covers the issues, submissions, orders, and directions outlined in the judgment regarding the Scheme of Amalgamation and the dispensation of meetings for shareholders and creditors involved in the process.