MEGA CORPORATION LTD Vs. NIL

JUDGEMENT

(1.) Heard learned counsel for the appellant. The present appeal has been filed against the orders passed by the National Company Law Tribunal, Bench III, New Delhi in C.P.CA (CAA)-120/ND/2017. The appellant along with Mega Airways Limited filed an application u/s. 230-232 of the Companies Act, 2013 (Act-in brief) read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Mega Airways Limited was arrayed as the transferor applicant company and the present appellant was arrayed as transferee Applicant Company. The Scheme of Arrangement by way of amalgamation was placed before the NCLT. The applicants before NCLT made following prayers:

(2.) The learned NCLT considered the application which was filed and heard the counsel for applicants. NCLT considered the shareholders Mega Airways has. It took note of the fact that the Transferee Company is a listed company in the Bombay Stock Exchange and there were 4752 Equity Shareholders. It was claimed before NCLT that order of dispensation of the meetings for the purpose of obtaining approval of the proposed Scheme of Amalgamation should be granted on the basis that the Scheme of Amalgamation was between holding company and its wholly owned subsidiary. It was stated before NCLT and is being argued before us also that there is no allotment of shares contemplating in the Scheme of Amalgamation and that the accounting treatment as contemplated in the Scheme is by way of pooling of interests method which has been certified by the statutory auditors. It is being claimed that even though Transferee Company is listed company in view of the Scheme of Amalgamation contemplated between holding company and it's subsidiary, the meetings as contemplated under the provisions of the Companies Act, 2013 can be dispensed with.

(3.) The NCLT heard the applicants which included the present appellant and found that it was not satisfied with the submissions made. It appears that the NCLT discussed Section 233. The application before NCLT was u/s. 230 & 232. If the applicants in the face of Section 233(14) chose Section 232, NCLT could rightly ask calling of meeting. The NCLT also considered the provisions of Section 230-232 under which the applicants had moved the NCLT and considered the arguments which were raised before it and observed in Para 11 and 12 of its Judgment as under: