Meetings of shareholders or creditors under the Companies Act can be dispensed with based on high consent levels (100% for shareholders/secured creditors, over 90% for unsecured creditors) or if there are nil creditors.

Headnote:(A) Companies Act, 2013 - Sections 230(1), 230(5), 232, 232(1), and 133 - Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - Rules 6, 7, and 8 - SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Regulations 37 and 94(2) - Composite Scheme of Arrangement involving a demerger and transfer of companies, including a listed transferee company - Application at first motion stage seeking orders for dispensation or convening of shareholders' and creditors' meetings - Meetings of shareholders can be dispensed with if 100% written consent obtained; meetings of secured creditors can be dispensed with if 100% consent obtained or if there are NIL creditors; meetings of unsecured creditors can be dispensed with if more than 90% in value consent obtained; meetings of unsecured creditors need not be convened if there are NIL creditors. (Paras 17(a), 17(b))

(B) Companies Act, 2013 - Section 103 - Quorum for meetings - For virtual meetings, attendance via virtual mode is counted for quorum; if quorum is not present at commencement, meeting adjourned by 30 minutes, and then persons present shall constitute the quorum. (Para 17(j))

(C) Companies Act, 2013 - Section 230(5) - Service of notice on statutory authorities - Notice must be sent to Regional Director, Registrar of Companies, Official Liquidator, Income Tax and GST authorities, stock exchanges, and other affected sectoral authorities; representation must be filed within 30 days. (Para 18)

Facts of the case:
A composite scheme of arrangement was filed by ten applicant companies, including a demerged company (Applicant Company 1), eight transferor companies (Applicant Companies 2 to 9), and a listed resulting/transferee company (Applicant Company 10). The scheme involved the demerger of the demerged company into the resulting company to take effect from an appointed date. The applicant companies sought orders at the first motion stage regarding the dispensation or convening of meetings of their respective shareholders, secured creditors, and unsecured creditors to consider the scheme. Written consents were obtained from 100% of the shareholders of most companies and from secured and unsecured creditors, as detailed in the application. The stock exchanges (BSE and NSE) issued no-objection observation letters. The statutory auditor confirmed compliance with accounting standards.

Findings of Court:
The court allowed the application and made orders accordingly. Meetings were dispensed with for shareholders of Applicant Companies 1 to 9 (where 100% consent was obtained), unsecured creditors of Applicant Company 1 (where 91.2% in value consented), and secured creditors of Applicant Company 10 (where 100% consent was obtained). Meetings were not required for unsecured creditors of Applicant Companies 2 to 9 and secured creditors of Applicant Companies 1 to 9 as they had NIL creditors. Meetings of the equity shareholders and unsecured creditors of Applicant Company 10 were ordered to be convened within 90 days through virtual mode, with specific directions on the chairperson, scrutinizer, quorum, notice, voting, and service on statutory authorities.

Issues: The primary issue was the appropriate orders for dispensation or convening of meetings of shareholders and creditors of various applicant companies in relation to a composite scheme of arrangement.

Ratio Decidendi: The court held that meetings of shareholders and creditors can be dispensed with based on the level of written consent obtained (100% for shareholders, 100% for secured creditors, and more than 90% for unsecured creditors). Where there are no creditors of a particular class, no meeting is required. For meetings that are convened, detailed procedural directions must be issued regarding mode, notice, quorum, and voting.

Result: Application (Company Application (CAA) No. 52/KB/2026) was disposed of with the above orders.

Table of Content
1. application for scheme of arrangement under sections 230 and 232 of companies act, 2013, seeking orders/directions regarding meetings of shareholders and creditors. (Para 1 , 2 , 3 , 4 , 5 , 6 , 7 , 9 , 10 , 11 , 12 , 13 , 14 , 15 , 16)
2. order passed dispensing with meetings, directing convening of meetings, and issuing directions for procedural compliance. (Para 17 , 18 , 19 , 20 , 21)

INTHENATIONAL COMPANY LAWTRIBUNAL SPECIAL BENCH (COURT NO. II)

KOLKATA C. A.(CAA)No.52/KB/2026 ApplicationunderSection230readwithSection232oftheCompaniesAct,2013,read with theCompanies (Compromises, Arrangements andAmalgamations)Rules, 2016,and other applicableprovisionsofthelaw.

INTHEMATTEROF:

COMPOSITESCHEMEOFARRANGEMENT (FIRST MOTION):

AND INTHEMATTEROF:

DINDAYAL TEXPRO PRIVATE LIMITED, a company incorporated under the Companies Act, 2013, having Corporate Identification No. U17299WB2016PTC216022, having PAN: AAFCD7255A and its registered office at 32, J. L. Nehru Road, 15^th Floor, Kolkata-700071,WestBengalwithinthejurisdictionofthisHon’bleTribunal.

….ApplicantCompany 1/ Demerged Company AND INTHEMATTEROF:

ADDS PROJECTS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 and a Company within the meaning of Companies Act, 2013, having Corporate Identification No. U70109WB2011PTC168123, having PAN AAKCA0865G and its registered office at 32, J. L. Nehru Road, Om Towers, 15^th Floor, Kolkata-700071within the jurisdictionofthisHon’bleTribunal.

….ApplicantCompany2/ Transferor Company 1 AND INTHEMATTEROF:

AMICABLE PROPERTIES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 and a Company within the meaning of Companies Act, 2013, having Corporate Identification No. U70109WB2010PTC156185, having PAN AAJCA0696C and its registered office at 32, J. L. Nehru Road, Om Tower, 15^th Floor, Kolkata-700071, West Bengal withinthejurisdictionofthisHon’bleTribunal. ….ApplicantCompany3/ Transferor Company 2 AND INTHEMATTEROF:

BHAWANI YARNS PRIVATE LIMITED, a company incorporated under the Companies Act, 2013, having Corporate Identification No. U17299WB2016PTC215582, having PAN AAGCB7467D and its registered office at Tirumala 32, J. L. Nehru Road, 15^th Floor, Kolkata-700071, West Bengal withinthejurisdictionofthisHon’bleTribunal.

….ApplicantCompany4/ Transferor Company 3 AND INTHEMATTEROF:

DOLLAR BRANDS PRIVATE LIMITED, a company incorporated under the Companies Act, 2013, having Corporate Identification No. U74999WB2021PTC242369, having PAN AAICD2384B and its registered office at 32,Jawaharlal Nehru Road,Om Tower, 12^thFloor, Kolkata-700071, West BengalwithinthejurisdictionofthisHon’bleTribunal.

….ApplicantCompany5/ Transferor Company 4 AND INTHEMATTEROF:

GOLDMAN TRADING PVT. LTD., a company incorporated under the Companies Act, 1956 and a Company within the meaning of Companies Act, 2013, having Corporate Identification No. U51909WB1996PTC080742, having PAN AABCG1424C and its registered office at 32, Chowringhee Road ( J. L. Nehru Road ), Om Tower, 12th Floor, Kolkata-700071, West BengalwithinthejurisdictionofthisHon’bleTribunal.

….ApplicantCompany6/ Transferor Company 5 AND INTHEMATTEROF:

KPS DISTRIBUTORS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 and a Company within the meaning of Companies Act, 2013, having Corporate Identification No. U74999WB2011PTC163651, having PAN AAECK3656P and its registered office at 32, J. L. Nehru Road, Om Tower, 15^th Floor, Kolkata-700071, West BengalwithinthejurisdictionofthisHon’bleTribunal. ….ApplicantCompany7/ Transferor Company 6 AND INTHEMATTEROF:

PHPL PROPERTIES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 and a Company within the meaning of Companies Act, 2013, having Corporate Identification No. U70109WB2011PTC166241, having PAN AAGCP5155Q and its registered office at 32, J. L. Nehru Road, Om Tower, 15^th Floor, Kolkata -700071, West BengalwithinthejurisdictionofthisHon’bleTribunal. ….ApplicantCompany8/ Transferor Company 7 AND INTHE