2017 (2) TMI 1434 - 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:
Convening and holding meeting of Equity Shareholders for Scheme of Amalgamation, Notice requirements for the meeting, Appointment of Chairperson for the meeting, Quorum for the meeting, Voting by proxy, Determination of share value, Filing of affidavit by Chairperson, Reporting of meeting results, Secured Creditors meeting not required, Notice to Unsecured Creditors, Notice to Regional Director and Registrar of Companies, Notice to Income Tax Authority, Affidavit of service of notices to Unsecured Creditors.

Convening and holding meeting of Equity Shareholders for Scheme of Amalgamation:
The Tribunal ordered the Applicant Company to convene a meeting of Equity Shareholders to consider and approve the proposed Scheme of Amalgamation. The meeting is scheduled to be held at a specific location with detailed notice requirements to be fulfilled at least 30 days before the meeting. The Applicant Company is directed to issue the necessary notices, explanatory statements, and proxy forms to all Equity Shareholders as per legal provisions.

Appointment of Chairperson and Meeting Conduct:
The Tribunal appointed Ms. Harshita Jain as the Chairperson of the Equity Shareholders meeting, with Mrs. Madhu Jain as an alternate Chairperson. The Chairperson is granted powers under the Companies Act rules for conducting the meeting, deciding procedural questions, and handling any proposed amendments or resolutions. The quorum for the meeting is to be maintained as per the Companies Act.

Voting by Proxy and Share Value Determination:
The Tribunal permitted voting by proxy or authorized representatives, subject to compliance with prescribed forms and timelines. The value and number of shares for each member will be determined based on the company's records, with the Chairperson having the final decision in case of disputes.

Filing of Affidavit and Reporting Meeting Results:
The Chairperson is required to file an affidavit before the meeting date, confirming the issuance of notices as per rules. Additionally, the Chairperson must report the meeting results to the Tribunal promptly after the meeting's conclusion, with verification through an affidavit.

Notice to Unsecured Creditors and Authorities:
While no meeting of Secured Creditors was necessary, the Tribunal directed the Applicant Company to notify all Unsecured Creditors and allow them to submit representations. Notices were also required to be served on the Regional Director, Registrar of Companies, and Income Tax Authority, with a presumption of no objection if no response is received within 30 days.

Affidavit of Service of Notices:
The Applicant Company was mandated to file an affidavit confirming the service of notices to Unsecured Creditors before the meeting date, ensuring compliance with all directions regarding the issuance of notices.

This detailed judgment by the National Company Law Tribunal in Mumbai outlines the procedural requirements and directives for convening and conducting a meeting of Equity Shareholders to consider a Scheme of Amalgamation. The order covers various aspects such as notice issuance, appointment of Chairperson, voting procedures, share valuation, reporting obligations, and notifications to relevant authorities and creditors, emphasizing strict compliance with legal provisions and timelines throughout the amalgamation process.