2019 (10) TMI 1315 - Tri - Companies Law

Directions for the convening, holding and conducting of the meeting of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Transferor Company and Transferee Company - sections 230 to 232 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the NCLT, Rules, 2016 - HELD THAT - This Bench directs, in accordance to Section 230(5) of the Companies Act, 2013, to issue notices to the Regional director, Ministry of Corporate Affairs, ROC concerned, Income Tax Authorities, the Official Liquidator as far as the Transferor companies are concerned and such other sectoral regulators or authorities if applicable. The Official Liquidator is directed to appoint an auditor for the purposes of preparing the reports. In case the Scheme is exempted under the Competition Act, 2002, an affidavit to this effect is to be given. Otherwise, notice to CCI may also be issued. The Transferor Company and the Transferee Company are Private Limited Company. Hence. there is no need to issue notices to SEBI and the Stock Exchanges - The authorities are directed to make objection/representations, if any within 30 days from the date of receipt of the notice. In the event that no objections or representations are made within the stipulated timeframe, it shall be presumed that they do not have any objections. Application disposed off.

Summary

Issues involved:
1. Company Applications under sections 230 to 232 of the Companies Act, 2013 for directions regarding meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors of Transferor and Transferee Companies.

Detailed Analysis:

1. Equity Shareholders Meeting - Transferor Company:
- The Transferor Company has 2 Equity Shareholders, and the meeting is scheduled with specific details for notice issuance, quorum, and chairman's report submission.

2. Secured Creditors - Transferor Company:
- There are no Secured Creditors for the Transferor Company, confirmed by a certificate from a Chartered Accountant.

3. Unsecured Creditors Meeting - Transferor Company:
- The Transferor Company has 7 Unsecured Creditors, with detailed arrangements for the meeting similar to the Equity Shareholders meeting.

4. Equity Shareholders Meeting - Transferee Company:
- The Transferee Company has 3 Equity Shareholders, with meeting arrangements mirroring those of the Transferor Company.

5. Secured Creditors Meeting - Transferee Company:
- The Transferee Company has 11 Secured Creditors, with meeting specifics similar to the Unsecured Creditors meeting of the Transferor Company.

6. Unsecured Creditors Meeting - Transferee Company:
- The Transferee Company has 530 Unsecured Creditors, with detailed meeting arrangements provided, including quorum and chairman's report submission.

7. Directions for Scheme of Amalgamation:
- Directions given to issue notices to relevant authorities, appoint an auditor, and submit reports as per Section 230(5) of the Companies Act, 2013.

8. Objections and Representations:
- Authorities to raise objections within 30 days; lack of response implies no objections.

9. Publication and Service of Notices:
- Instructions for placement of notices on websites and notice boards, sending private notices, and filing proof of service.

10. Filing of Company Petitions:
- Company petitions to be presented within 7 days from filing Chairman's Reports, leading to the disposal of the Applications.