NCLTs Bouncer under Section 230: Denting its own powers? by Manoj Singh Bisht, 6th March, 2017 (Guest Post)
Introduction
On January 13, 2017, while dealing with a scheme of amalgamation, among other things, the Principle Bench of the NCLT, New Delhi [Principle Bench] rejected the prayer to dispense with the requirement of convening the meeting of the equity shareholders of the Company. The Principle Bench opined that the provisions contained in Section 230 of the Companies Act, 2013 [Act] read with rules made thereunder do not clothe the Tribunal with the powers of dispensation in relation to the meeting of shareholders/ members. The order of the Principle Bench also refers to sub-section (9) of Section 230 of the Act which states that the Tribunal may dispense with calling of a meeting of creditor or class of creditors where such creditors or class of creditors, having at least ninety per cent value, agree and confirm, by way of affidavit, to the scheme of compromise or arrangement. Similar order for holding a meeting of shareholders was passed by the Mumbai Bench of the Tribunal in the matter of Gauss Networks Private Limited without assigning any reasons for not dispensing with the meeting of the shareholders. Also, Chennai Bench of the Tribunal has taken a totally opposite stand, though the order doesn’t speak of dispensation but it has, in so many words, dispensed with the meeting of shareholders.