2019 (6) TMI 1382 - Tri - Companies Law

Territorial Jurisdiction - Section 23 of the Companies Act, 2013 - the Registered Office of the respective Companies fall within the purview of Registrar of Companies, Jaipur - Scheme of Arrangement by way of Amalgamation - HELD THAT - Necessary directions issued with respect to calling, convening and holding of the meetings of the Equity Shareholders, Secured and Unsecured Creditors or dispensing ith the same as well as issue of notices including by way of paper publication. Application allowed.

Summary

Issues Involved:
1. Acceptance of the amalgamation application.
2. Dispensation of meetings for Members, Creditors (secured & unsecured).
3. Merger of Authorized Share Capitals.
4. Issuance of new equity shares by the Transferee Company.
5. Directions for meetings and notifications.

Detailed Analysis:

1. Acceptance of the Amalgamation Application:
The application was filed under Sections 230-232 of the Companies Act, 2013, and other applicable provisions, along with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Tribunal considered the Scheme of Arrangement by way of Amalgamation proposed between the applicant companies. The application sought the amalgamation to be accepted with or without modifications as per the objectives mentioned in the scheme.

2. Dispensation of Meetings for Members, Creditors (Secured & Unsecured):
The applicants requested the dispensation of meetings for Members and Creditors. The Tribunal noted that affidavits were submitted by the directors of the respective companies on behalf of all equity shareholders, secured creditors, unsecured creditors, and employees. For Transferor Companies No. 1-9, there were no secured or unsecured creditors, thus meetings were not required. For Transferor Company No. 10 and the Transferee Company, consent affidavits from a significant majority of creditors were filed, leading to the dispensation of meetings for these creditors.

3. Merger of Authorized Share Capitals:
The application included a request for the merger of the Authorized Share Capitals of the Transferor Companies with the Transferee Company. This was part of the overall scheme to streamline and consolidate the capital structure post-amalgamation.

4. Issuance of New Equity Shares by the Transferee Company:
The Transferee Company proposed to issue 479,400 new equity shares of ?10 each to the equity shareholders of the Transferor Companies as part of the net consideration for the amalgamation. Additionally, the Transferee Company would register title deeds for land, buildings, and other assets in its name, particularly those of Transferor Company No. 10.

5. Directions for Meetings and Notifications:
The Tribunal issued specific directions for convening meetings of equity shareholders for both the Transferor and Transferee Companies, as individual consent affidavits were not filed for all shareholders. The meetings were scheduled with detailed timings and venues specified. The quorum for these meetings was set at 25% in both value terms and number-wise. Provisions were made for adjournment and proxy voting to ensure quorum.

Additional Directions:
- Appointment of Chairperson and Alternate Chairperson for the meetings, with specified fees.
- Individual notices of the meetings to be sent to equity shareholders through courier or email, along with the Scheme of Amalgamation and proxy forms.
- Publication of advertisements in specified newspapers.
- Voting allowed in person, by proxy, through postal ballot, or electronic means.
- Notices to be sent to Central Government, Income Tax Authorities, Registrar of Companies, Official Liquidator, Regional Director, RBI, and other relevant regulators.
- Affidavit of service of notice and publication to be filed before the meetings.
- Compliance with applicable laws and provisions of the Companies Act, 2013, and Companies (Compromises, Arrangements, Amalgamations) Rules, 2016.

The application was allowed on these terms, ensuring all procedural and legal requirements were met for the proposed Scheme of Amalgamation.