Tribunal Allows Virtual Meetings for Amalgamation Scheme under Companies Act, 2013 The Tribunal allowed the application under the Companies Act, 2013 for a Scheme of Amalgamation, dispensing with certain meetings and convening others ...
Cases where this provision is explicitly mentioned in the judgment/order text; may not be exhaustive. To view the complete list of cases mentioning this section, Click here.
Provisions expressly mentioned in the judgment/order text.
Tribunal Allows Virtual Meetings for Amalgamation Scheme under Companies Act, 2013
The Tribunal allowed the application under the Companies Act, 2013 for a Scheme of Amalgamation, dispensing with certain meetings and convening others virtually due to the COVID-19 pandemic. Orders included dispensing with meetings of certain shareholders and creditors, directing meetings for others, and outlining detailed procedures for conducting the meetings. The Tribunal emphasized adherence to prescribed procedures and rules under the Companies Act, 2013 and related regulations, ensuring compliance with the directions provided in the application.
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 petition sought orders and directions under the Companies Act, 2013 for the Scheme of Amalgamation involving multiple companies. The Transferor Companies were proposed to be amalgamated with the Transferee Company from the Appointed Date of 1st April, 2020. The petition detailed the classes of shareholders and creditors of each Applicant Company, along with the consent received from 100% of shareholders and unsecured creditors of the Applicant Companies No. 1 to 4. The petition requested dispensing with certain meetings and convening others as per the Scheme.
The Tribunal, after reviewing the submissions and documents, allowed the application and issued the following orders. It dispensed with the meetings of Equity Shareholders and Unsecured Creditors of Applicant Companies No. 1 to 4. It directed the convening of meetings of Secured Creditors and Unsecured Creditors of Applicant Company No. 5. The meetings were to be held virtually in accordance with the Ministry of Corporate Affairs Circulars due to the COVID-19 pandemic.
Further directives included the advertisement of the meeting notice in specified newspapers, sending individual notices to creditors, appointment of a Chairperson and Scrutinizer for the meetings, determination of quorum and attendance procedures, mode of voting, cut-off date for eligibility to vote, voting procedure, and submission of reports by the Chairperson and Scrutinizer.
Additionally, the Tribunal mandated the value determination of creditors, service of notices to relevant authorities, and filing of affidavits by the Applicant Companies confirming compliance with the directions. The application was disposed of accordingly, emphasizing adherence to the prescribed procedures and rules under the Companies Act, 2013 and related regulations.
Full Summary is available for active users!
Note: It is a system-generated summary and is for quick reference only.
TaxTMI 
of 
TaxTMI 
