Tribunal Waives Shareholder Meetings in Amalgamation Scheme Approval The Tribunal dispensed with the meetings of equity shareholders and unsecured creditors for a Scheme of Amalgamation between two companies as the majority ...
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Tribunal Waives Shareholder Meetings in Amalgamation Scheme Approval
The Tribunal dispensed with the meetings of equity shareholders and unsecured creditors for a Scheme of Amalgamation between two companies as the majority had already consented to the Scheme. No meeting was required for secured creditors. Notices were directed to various authorities under the Companies Act, 2013, specifying the timeline for representations. The applicants were required to file an affidavit proving notice service and compliance. The Tribunal emphasized compliance with formalities and issued an urgent certified copy of the order to the parties. The judgment was signed on July 2, 2021.
Issues: 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 the Scheme of Amalgamation.
Analysis: The judgment pertains to an application filed for orders and directions under the Companies Act, 2013 regarding meetings of shareholders and creditors in connection with a Scheme of Amalgamation between two companies. The application sought dispensation of meetings for equity shareholders and unsecured creditors of the companies who had already given their consent to the Scheme through affidavits. The Tribunal noted that all equity shareholders and over 90% of unsecured creditors had consented to the Scheme. As a result, the Tribunal dispensed with the meetings of equity shareholders and unsecured creditors. It was also highlighted that no meeting was required for secured creditors due to the absence of any creditors verified by an auditor's certificate.
The judgment further directed the service of notices under Section 230(5) of the Companies Act, 2013 to various authorities, including the Regional Director, Registrar of Companies, Official Liquidator, and the Income Tax Department. The notice specified the timeline for filing representations and the consequences of non-receipt of representations within the stipulated period. Additionally, the applicants were instructed to file an affidavit proving the service of notices and compliance with all directions before the scheduled meetings.
The Tribunal disposed of the application accordingly, emphasizing the need for compliance with all requisite formalities for the issuance of an urgent certified copy of the order to the parties involved. The judgment was signed on the 2nd day of July, 2021, by the Member (T) of the Tribunal.
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