2020 (6) TMI 711 - Tri - Companies Law

Sanction of Amalgamation Scheme - Section 230(5) of the Companies Act, 2013 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - The meeting of the Unsecured Creditors of the Applicant Companies is dispensed with in view of the said Unsecured Creditors will not be affected by the proposed Scheme of Merger by Absorption as no arrangement is envisaged with them. Further, this Bench hereby directs the Applicant Companies to issue notice to their Unsecured Creditors as specified in section 230(3) of the Companies Act, 2013, with the direction that they may submit their representation, if any, to the Tribunal and copies of such representation shall simultaneously be served upon the respective Applicant Companies. The notice be sent by Registered Post AD/Speed Post/Email as may be feasible in view of the lockdown owing to the Covid-19 pandemic. It shall be the responsibility of the Applicant Companies to ensure that the Creditors as indicated above are put on notice regarding the Scheme, so that they may take an informed decision thereon. The Applicant Companies shall serve notice in the prescribed form pursuant to Section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from such Authorities, within a period of 30 (Thirty) days from the date of receipt of such notice, it will be presumed that such authorities have no representation/objection to the Scheme. The Applicant Companies shall file a compliance report with this Tribunal that the direction regarding issue of notices, have been duly complied with.

Summary

Issues:
1. Amalgamation of two companies
2. Dispensation of meetings for equity shareholders and secured creditors
3. Unsecured creditors' involvement in the proposed scheme
4. Notices to be served to various authorities and the Official Liquidator

Amalgamation of Two Companies:
The judgment pertains to a scheme for the amalgamation of two companies, where OCS Technical Solutions India Private Limited is the Transferor Company and Fassco International (India) Private Limited is the Transferee Company. The appointed date for the scheme is 1st April 2019. The Applicant Companies are engaged in catering, housekeeping, support services, and providing catering facilities to airlines, restaurants, and hotels in Mumbai.

Dispensation of Meetings:
The Advocate for the Applicant Companies requested the dispensation of meetings for equity shareholders and secured creditors, which was approved based on the consent affidavits submitted by the shareholders. As there are no secured creditors, the need for their meeting is deemed unnecessary. However, there are 32 unsecured creditors in the First Applicant Company and 1 unsecured creditor in the Second Applicant Company. The meeting of unsecured creditors is dispensed with, but the companies are directed to issue notices to the unsecured creditors as per the Companies Act, 2013.

Involvement of Unsecured Creditors:
The judgment specifies that the unsecured creditors will not be affected by the proposed scheme of merger by absorption, as no arrangement is envisaged with them. The Applicant Companies are instructed to issue notices to the unsecured creditors as per Section 230(3) of the Companies Act, 2013, ensuring that the creditors are informed and can submit representations to the Tribunal.

Notices to Authorities and Official Liquidator:
The Applicant Companies are directed to serve notices to various authorities, including the Central Government, Registrar of Companies, Income Tax Authorities, Reserve Bank of India, and the Official Liquidator, as per the Companies Act, 2013. Additionally, the Tribunal appoints chartered accountants to assist the Official Liquidator in scrutinizing the books of accounts of the First Applicant Company. The companies are required to file a compliance report confirming the issuance of notices to relevant parties.

In conclusion, the judgment addresses the amalgamation of two companies, dispensation of meetings for shareholders and creditors, involvement of unsecured creditors, and the issuance of notices to authorities and the Official Liquidator as part of the proposed scheme.