2019 (8) TMI 1632 - Tri - Companies Law

Approval of scheme of Amalgamation - Section 230-232 of Companies Act - HELD THAT - Various directions regarding holding and convening of various meetings issued - various directions regarding issuance of various notices also issued.

Summary

Issues:
1. Approval of Scheme of Amalgamation
2. Dispensation of meetings of Equity Shareholders
3. Dispensation of meetings of Preference Shareholder and Secured Creditors
4. Dispensation of meetings of Unsecured Creditors
5. Service of notices to relevant authorities
6. Appointment of Chartered Accountant to assist Official Liquidator

Issue 1: Approval of Scheme of Amalgamation
The Tribunal considered the Scheme of Amalgamation between two companies engaged in fabric trading. The Board of Directors of both companies had approved the scheme, with an Appointed Date set as April 1, 2018. The rationale for the amalgamation included creating a larger entity for management and synergy benefits, simplifying the group structure, and enhancing operational efficiency and shareholder value.

Issue 2: Dispensation of meetings of Equity Shareholders
The Tribunal allowed the dispensation of meetings of Equity Shareholders for both the Transferor and Transferee Companies based on the submission of consent affidavits from all Equity Shareholders, citing the Additional Affidavits provided in support of the Company Application.

Issue 3: Dispensation of meetings of Preference Shareholder and Secured Creditors
As there was only one Preference Shareholder for the Transferor Company and no Secured Creditors for either company, the Tribunal dispensed with the need for meetings of Preference Shareholder and Secured Creditors, respectively.

Issue 4: Dispensation of meetings of Unsecured Creditors
Meetings of Unsecured Creditors for both companies were dispensed with after procuring written consent affidavits from all Unsecured Creditors, as stated in the Additional Affidavits submitted in support of the Company Application.

Issue 5: Service of notices to relevant authorities
The Tribunal directed the Applicant Companies to serve notices, along with the scheme copy, to Income Tax Authorities, Central Government offices, Registrar of Companies, and other regulatory authorities as per the Companies Act, 2013. These authorities were given a period of thirty days to submit any representations, failing which it would be assumed that they had no objections to the proposals.

Issue 6: Appointment of Chartered Accountant to assist Official Liquidator
The Tribunal appointed a Chartered Accountant to assist the Official Liquidator in scrutinizing the Transferor Company's books of accounts for the last three years. The Official Liquidator was directed to submit representations or reports within thirty days, with a presumption of no objections if no response was received within the stipulated period.

This detailed analysis covers the various issues addressed in the judgment, including the approval of the amalgamation scheme, dispensation of shareholder and creditor meetings, service of notices to authorities, and the appointment of a Chartered Accountant to assist the Official Liquidator.