Tribunal grants dispensation for shareholder meetings in Amalgamation Scheme

The Tribunal granted the application under Section 230(1) read with Section 232(1) of the Companies Act, 2013, allowing dispensation of meetings of equity shareholders and an unsecured creditor of the Applicant Company in connection with a Scheme of Amalgamation. Directions were issued for serving notices to relevant authorities within two weeks, outlining the process for handling representations. The Applicants were directed to file an affidavit confirming compliance with the order. The case, identified as C.A. (CAA) No. 72/KB/2021, was disposed of accordingly, with provision for an urgent certified copy upon application.

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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 a Scheme of Amalgamation.

Analysis:
The Tribunal considered an application filed under Section 230(1) read with Section 232(1) of the Companies Act, 2013 for orders and directions concerning meetings of shareholders and creditors in connection with a Scheme of Amalgamation involving several Transferor Companies and a Transferee Company. The Applicant Company, one of the Transferor Companies, sought directions to dispense with meetings of equity shareholders and an unsecured creditor who had already given their consent to the Scheme. It was noted that all equity shareholders and the unsecured creditor of the Applicant had provided their consent to the Scheme through affidavits attached to the application.

The Tribunal, after reviewing the records and submissions, granted the application and issued orders to dispense with the meetings of the equity shareholders and unsecured creditor of the Applicant Company under Section 230(1) read with Section 232(1) of the Act. Additionally, directions were given for serving notices under Section 230(5) of the Companies Act, 2013 to relevant authorities, including the Regional Director, Registrar of Companies, Official Liquidator, and Income Tax Department, within two weeks. The notice specified the timeline for filing representations and outlined the process for handling representations as per the Companies Act and relevant rules.

Furthermore, the Tribunal directed the Applicants to file an affidavit confirming the service of notices and compliance with all directions provided in the order. The application, identified as C.A. (CAA) No. 72/KB/2021, was disposed of accordingly. Finally, the order specified the provision of an urgent certified copy upon application, subject to fulfilling all necessary formalities.

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