Dispensation granted for Scheme of Amalgamation meetings, consents obtained via affidavits, specific directions issued

The Tribunal granted dispensation of meetings of shareholders and creditors for the approval of a Scheme of Amalgamation involving multiple companies. All necessary consents were obtained through affidavits, and the Tribunal issued specific directions for the implementation of the Scheme. Meetings were waived based on consents received, including for companies with no secured or unsecured creditors. The Tribunal directed the Registry to distribute the order to relevant parties and authorized representatives, subject to compliance procedures.

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Issues:
Dispensation of meetings of shareholders and creditors for sanction of Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013.

Analysis:
The application filed sought dispensation of meetings of shareholders and creditors for the approval of the Scheme of Amalgamation involving multiple Transferor Companies and a Transferee Company. The Scheme proposed the amalgamation of nine Transferor Companies with the Transferee Company from the Appointed Date of 01.04.2021. The Applicant Companies had various classes of shareholders and creditors, with detailed information provided for each company in terms of equity shareholders and creditors.

The Board Meetings of the Transferee Company and the Transferor Companies had approved the Scheme of Amalgamation, and all equity shareholders holding 100% shares had consented to the Scheme through affidavits, waiving the need for convening and holding meetings for approval. Similarly, unsecured creditors of certain companies had also consented through affidavits, seeking dispensation of meetings for consideration and approval of the Scheme.

Upon reviewing the submissions and documents, the Tribunal allowed the application and issued specific directions. The meetings of shareholders and unsecured creditors were dispensed with based on the consents received through affidavits. Since certain Transferor Companies had NIL Secured Creditors and Unsecured Creditors, the requirement for separate meetings of such creditors was also waived. Further directions were given for serving notices under Section 230(5) of the Companies Act, 2013 to relevant authorities within a specified timeline.

The Tribunal disposed of the application accordingly, directing the Registry to send copies of the order to all parties and authorized representatives. Additionally, the issuance of a certified copy of the order was subject to compliance with formalities.

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