2017 (2) TMI 1435 - 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 meeting, service of notice and other procedures to be followed.

Summary

Issues involved:
Convening and holding a meeting of equity shareholders for the purpose of considering and approving a proposed Scheme of Amalgamation involving multiple companies.

Analysis:
The Tribunal ordered the convening and holding of a meeting of the Equity Shareholders of the Applicant Company to consider and approve a proposed Scheme of Amalgamation involving multiple companies. The meeting was scheduled to take place at a specific location and time, with detailed instructions on the dissemination of meeting notices and related documents to the shareholders. The Applicant Company was directed to issue notices, statements, and proxy forms in accordance with the relevant provisions of the Companies Act, 2013 and the prescribed rules. The Chairperson of the meeting was designated, with specific responsibilities outlined, including the determination of share values in case of disputes. The Tribunal emphasized compliance with procedural requirements, such as filing affidavits and reporting outcomes promptly.

The Tribunal specified the procedures for proxy voting and the acceptance of proxy forms or authorizations from shareholders or their representatives. The importance of adhering to the prescribed timelines for filing proxies was highlighted to ensure the validity of the voting process. Additionally, the Tribunal outlined the role and authority of the Chairperson in conducting the Equity Shareholders Meeting, including decision-making powers on procedural matters and potential amendments to the Scheme during the meeting.

Regarding the involvement of creditors, the Tribunal noted the absence of Secured Creditors and Unsecured Creditors of the Applicant Company, thereby obviating the need for meetings with such creditors. However, the Applicant was directed to serve notices on relevant authorities, including the Regional Director, Official Liquidator, Registrar of Companies, and Income Tax Authority, in accordance with the Companies Act, 2013 and the prescribed rules. The absence of objections from these authorities within specified timelines would be construed as approval of the proposed Scheme.

In conclusion, the Tribunal's judgment focused on ensuring the proper conduct of the Equity Shareholders Meeting, compliance with legal requirements, and engagement with relevant authorities to facilitate the proposed Scheme of Amalgamation. The detailed directives provided a framework for the orderly progression of the amalgamation process, emphasizing transparency, procedural adherence, and regulatory compliance throughout the proceedings.