Tribunal Grants Application for Shareholder Meeting Dispensation in Amalgamation Scheme The Tribunal allowed the application under Sections 230(1) and 232(1) of the Companies Act, 2013, dispensing with meetings for certain classes of ...
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Tribunal Grants Application for Shareholder Meeting Dispensation in Amalgamation Scheme
The Tribunal allowed the application under Sections 230(1) and 232(1) of the Companies Act, 2013, dispensing with meetings for certain classes of shareholders and creditors in connection with a Scheme of Amalgamation involving three companies. The order directed service of notices to relevant authorities and required the Applicants to file an affidavit proving compliance. The Company Application was disposed of on 02/07/2021, with urgent certified copies to be provided to the parties upon completion of formalities.
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 the Scheme of Amalgamation.
Analysis: The application was filed for directions related to the Scheme of Amalgamation between three companies. The shares of two transferor companies were not listed, and details of shareholders and creditors were provided for each company. Consent to the Scheme was obtained from a significant percentage of shareholders and creditors of all three companies. The application sought dispensation of meetings for the classes of shareholders and creditors who had already consented to the Scheme.
The Tribunal, after reviewing the records and submissions, allowed the application. It dispensed with the meetings of the Equity Shareholders of the first transferor company and the Equity Shareholders and Unsecured Creditors of the other two transferor companies under Section 230(1) of the Companies Act, 2013. The Tribunal also directed the service of notices under Section 230(5) of the Act to relevant authorities within two weeks, specifying the timeline for filing representations. The Applicants were instructed to file an affidavit proving service of notices and compliance with all directions before the meetings.
The order dated 02/07/2021 disposed of the Company Application (CAA) No. 120/KB/2021 accordingly. It further mentioned that urgent certified copies of the order would be provided to the parties upon completion of all necessary formalities.
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