2017 (2) TMI 1433 - Tri - Companies Law

Scheme of Amalgamation of Bandra Properties Private Limited ('BPPL' or 'the Transferor Company 1') and Bandra Construction Private Limited ('BCPL' or 'the Transferor Company 2') with Sunder Bhawar Holiday Homes Private Limited (Formerly known as 'Sheth Landmarks Private Limited') ('SBHPL' or 'the Transferee Company'). Directions issued for convening of the meeting and procedure to be followed.

Summary

Issues:
1. Convening a meeting of Equity Shareholders for Scheme of Amalgamation.
2. Notice requirements for Equity Shareholders meeting.
3. Undertakings by the Applicant Company.
4. Appointment of Chairperson for Equity Shareholders meeting.
5. Quorum and voting procedures for the meeting.
6. Determination of share values.
7. Filing of reports and affidavits.
8. Involvement of Secured Creditors and Unsecured Creditors.
9. Serving notices to regulatory authorities.
10. Compliance with Companies Act, 2013 and relevant Rules.

Analysis:
1. The Tribunal ordered to convene a meeting of Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation with specific details of the Transferor and Transferee Companies.

2. The Applicant Company was directed to send notices, along with Scheme details and proxy forms, to Equity Shareholders at least 30 days before the meeting through various means like registered post, courier, or email, as per the Companies Act, 2013.

3. The Applicant Company provided undertakings to issue required notices, statements, and proxy forms as per the specified forms under the Companies Act and Rules, which were accepted by the Tribunal.

4. The Tribunal appointed a Chairperson for the Equity Shareholders meeting, with specific powers under the Companies Rules to conduct and manage the meeting effectively.

5. The quorum for the Equity Shareholders meeting was prescribed as per the Companies Act, and provisions for voting by proxy or authorized representatives were allowed with proper documentation and timelines.

6. In case of disputed share values, the Chairperson of the meeting was empowered to determine the value, ensuring fairness and finality in the decision-making process.

7. The Chairperson was required to file affidavits and reports before the Tribunal at different stages, confirming compliance with the directions and rules regarding the meeting and notices.

8. The Tribunal clarified the absence of Secured Creditors for the Applicant Company and directed the Applicant to notify Unsecured Creditors to submit representations, if any, to the Tribunal.

9. Notices were to be served to regulatory authorities like the Regional Director, Official Liquidator, Registrar of Companies, and Income Tax Authority, allowing a specific timeframe for responses to indicate objection or approval to the proposed Scheme.

10. The Applicant was instructed to comply with the Companies Act, 2013, and relevant Rules regarding the issuance of notices, filing of reports, and obtaining approvals from regulatory bodies to proceed with the Scheme of Amalgamation effectively.