Shri Vijai Pratap Singh, Member - (1.) In this case earlier the matter was heard before the Bench comprising of myself and Mr. S. Vijayaraghavan, Member (Technical) . But both the member differ on certain points and gave separate judgements and on that basis the matter was referred to the Hon'ble President under the provisions of Section 419(5) of the Companies Act, 2013 for constituting larger Bench for decisions on the following points on issue. "Whether the Tribunal has power to grant dispensation of the shareholders' meeting regarding the proposed scheme of amalgamation where all the shareholders have given consent, whereas the Companies Act, 2013 has authorized only for the dispensation of the meeting of creditors where creditors having at least 90% value agreed and confirmed by way of an affidavit scheme of compromise or arrangement?"
(2.) Hon'ble President, NCLT referred the matter to the matter to the 3rd i Member, Ms. Manorama Kumari, Member (Judicial) who has given a separate judgement and has passed order, which is annexed herewith as Annexure C.
(3.) It appears that Member (Judicial) , Ms. Manorama Kumari has taken a view which is in consonance with the view of the Member (Technical) Mr. S. Vijayaraghavan and decided the matter and passed the following order along with the main judgement. "Regard being had to the precedents set forth by the Hon'ble High Courts, I am of the view thai I have no reason to depart from the precedents created by the Hon'ble High Courts to dispense with the reguirements of convening the meetings of the shareholders and creditors of the Company, if Bench is satisfied in all respects. In the instant case both the applicant companies have few shareholders and all of them have given their written consents/affidavits and post merger there there shall be positive net worth and the creditors are not compromised.";