2020 (2) TMI 1330 - Tri - Companies Law

Sanction of Amalgamation Scheme - Section 230(3) of the Companies Act, 2013 - HELD THAT - The Applicant Companies to serve the notices along with copy of the Scheme upon (i) the Central Government through the office of Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai, Maharashtra, (ii) the Registrar of Companies, Mumbai, Maharashtra pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - The Applicant Companies to serve the notices along with copy of the scheme upon concerned Income Tax Authority within whose jurisdiction the respective Applicant Company s assessments are made, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. At least 30 clear days before the date fixed for hearing, Applicant Company No.1 2 to serve the notice of hearing of Application upon the Official Liquidator, High Court, Bombay pursuant to Section 230(5) of the Companies Act, 2013 - The said Applicant Companies to file affidavit of service in not less than seven (7) days before the date fixed for holding of meetings, in the Registry proving dispatch of notices to the Equity Shareholders, Unsecured Creditors and the Regulatory Authorities as stated in clauses above, publication of notices in newspapers and do report to this Tribunal that the directions regarding the issue of notices have been duly complied with.

Summary

Issues Involved:
1. Scheme of Amalgamation involving multiple companies and their shareholders.
2. Convening and conducting meetings of Equity Shareholders.
3. Notice requirements for Equity Shareholders' meetings.
4. Appointment of Chairpersons and Scrutinizer for the meetings.
5. Provisions for voting by proxy or authorised representative.
6. Treatment of Secured and Unsecured Creditors in the scheme.
7. Notice requirements for Creditors.
8. Compliance with Companies Act, 2013 and Rules for Amalgamations.
9. Reporting requirements to the Tribunal.

Analysis:

1. The judgment pertains to a Scheme of Amalgamation involving three companies and their respective shareholders. The scheme aims to merge two Transferor Companies with a Transferee Company and their shareholders. The Counsel for the Applicant Companies presented the details of the scheme before the Tribunal.

2. The judgment outlines the requirements for convening and conducting meetings of Equity Shareholders of each Applicant Company separately. Specific dates, times, and locations for the meetings are specified, along with provisions for approving the proposed Scheme of Amalgamation.

3. Detailed notice requirements for the Equity Shareholders' meetings are provided, including the modes of sending notices, contents to be included, and the timeline for sending the notices. Additionally, provisions for publishing meeting notices in local newspapers are laid out.

4. The judgment appoints Chairpersons and a Scrutinizer for each Equity Shareholders' meeting to oversee the proceedings and ensure compliance with the Companies Act and relevant Rules. Specific individuals are designated as Chairpersons and Scrutinizer for each Applicant Company.

5. Provisions for voting by proxy or authorised representative are included, subject to the submission of required forms within the stipulated timeline. The rules for proxy voting and authorisation are outlined to ensure transparency and adherence to regulatory requirements.

6. The judgment addresses the treatment of Secured and Unsecured Creditors in the scheme. Specific details regarding the number and amounts of creditors for each Applicant Company are provided, along with directions to issue notices to the creditors and allow them to submit representations to the Tribunal.

7. Notice requirements for Creditors, both Secured and Unsecured, are specified, emphasizing the need for notifying creditors about the proposed Scheme of Amalgamation and providing them with an opportunity to present their views to the Tribunal.

8. The judgment emphasizes compliance with the Companies Act, 2013 and relevant Rules governing Compromises, Arrangements, and Amalgamations. Detailed instructions are provided to ensure all legal and procedural aspects are adhered to throughout the amalgamation process.

9. Reporting requirements to the Tribunal are outlined, including the submission of reports on the outcome of Equity Shareholders' meetings, verification by Affidavit, and compliance with all directions issued by the Tribunal. The judgment emphasizes the importance of timely reporting and adherence to regulatory guidelines.

In conclusion, the judgment provides a comprehensive framework for the Scheme of Amalgamation, detailing the procedural requirements, responsibilities of the parties involved, and the necessary steps to ensure legal compliance and transparency throughout the process.