Case Law Details
Sabari Rubber Private Limited Vs Parampuzha Treads Private Limited (NCLT Kochi)
Under Section 230(9) of the Companies Act, 2013, the Tribunal may dispense with calling of a meeting of Creditors or class of Creditors where such Creditors or class of Creditors, having at least 90% value, agree and confirm, by way of affidavit, to the scheme of compromise or arrangement.
It is found that the Applicant Companies have received consent affidavits from all the Equity shareholders and No Objection Certificates (NOC) from the Unsecured Creditors regarding their unequivocal, unconditional consent to the scheme. In their respective consent affidavit, each of the Equity Shareholders has also waived their right for the notice for calling their meeting of the Equity shareholders and also waive the right to attend and participate in such meeting of the Equity shareholders or any other process in connection with the approval of the Scheme. The Unsecured Creditors in their NOC also mentioned that they do not have any objection against the Company seeking dispensation of holding of their meeting for approval of the Scheme as they already consent for the Scheme of Amalgamation.
In the IA (C/ACT) 37 KOB 2022 filed by the Applicant Companies, it is stated that there was difficulty in arranging the consent letters by way of an Affidavit from the unsecured creditors of the Applicant Company No.10 and No.13 as they are located in different parts of the country. It is stated that the Applicant Company No. 10 has 34 (Thirty-Four) unsecured creditors aggregating Rs. 43,71,551/- (Rupees Forty-Three Lakhs Seventy-One Thousand Five Hundred and Fifty-One only) and Applicant Company No.13 has 59 (Fifty-Nine) unsecured creditors aggregating Rs. 1,56,88,726/- (Rupees One Crore Fifty-Six Lakhs Eighty-Eight Thousand Seven Hundred and Twenty-Six only).
Taking into consideration the application filed by the applicant companies and the documents filed therewith as well as the position of law, and the circumstances enumerated herein above and in the light of the decision in Jupiter Alloys & Steel (India) Limited (supra), We are of the considered opinion that the prayers of the Applicant Companies deserve to be allowed and that the meetings of the members and publication of notice of meetings in the newspapers of the Transferor Companies and Transferee Company as envisaged under Section 230(1) of the Companies Act, 2013 is not necessary and will not serve any purpose, if called, be dispensed with subject to strict compliance of the conditions laid down in Para 25 below.
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