The Delhi bench of the National Company Law Appellate Tribunal (NCLAT) set aside the order by National Company Law Tribunal (NCLT) since there were typographical mistakes in Order.
TCR Trading Private Limited and Triage Industries Limited challenged the order passed by the NCLT. The TCR Trading Pvt. Ltd./ Transferor Company No. 1 is being proposed to merge along with another transferor company, namely, Tridev Advisory Services Pvt. Ltd./ Transferor Company No. 2 into Triage Industries Pvt. Ltd./ Transferee Company (all three companies are related to closely held family companies).
To reduce expenses, bring efficient cash management and consolidation of business, the three companies proposed a scheme of amalgamation and jointly applied to the ‘Tribunal’ for seeking dispensation of the meeting of Shareholders of Transferor Companies No. 1 and 2 and Transferee Company, and also for the Unsecured and Secured Creditor of Transferor Companies No. 1 & 2.
The NCLT allowed the prayer made in the Company Law but did not dispense with the meeting of Sole Secured Creditor of Appellant/ Transferor Company No. 1, whereas as per Section 230 (9) of the Companies Act, 2013 the ‘Tribunal’ could have dispensed with the calling of such meeting.
Since the Transferee Company did not obtain NOC/ consent from its Secured and Unsecured Creditors, directions were sought from the Tribunal to convene the meeting of Creditors which was allowed but on the condition that voting on the proposed scheme through voting in person, whereas, in terms of Section 230(4) & (6) of the Companies Act, 2013 and Rule No. 9,10,13 of the Companies (Compromise, Arrangements and Amalgamations) Rule 2013, Proxies could have been allowed.
The Appellant stated that certain clerical errorscrept into the ‘impugned order’, as detailed in the Appeal filed before this ‘Appellate Tribunal’, which are required to be corrected by the ‘Tribunal’.
A two-member bench comprising Justice Anant Bijay Singh, Member (Judicial) and Naresh Salecha, Member (Technical) observed that a couple of clerical/ typographical errors seem to have entered into the ‘impugned order’ which are required to be corrected by the ‘Tribunal’.
The Coram set aside the ‘impugned order’ and directed them to look into all issues by the law.
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