2020 (2) TMI 1519 - Tri - Companies Law

Approval of scheme of amalgamation - Sections 230(1) and 232(1) of the Companies Act, 2013 - HELD THAT - Various directions regarding holding and convening of various meetings issued - direction regarding issuance of various notices also issued. The scheme is approved - application allowed.

Summary

Issues:
Application under Sections 230(1) and 232(1) of the Companies Act, 2013 for Scheme of Amalgamation.

Analysis:
The judgment pertains to an application filed by two companies, namely Aditya Marketing & Manufacturing Private Limited (Transferor Company) and Umang Commercial Company Private Limited (Transferee Company), seeking approval for a Scheme of Amalgamation under Sections 230(1) and 232(1) of the Companies Act, 2013. The Scheme aims to transfer the entire undertaking of the Transferor Company to the Transferee Company. The rationale behind the amalgamation includes the convenience and advantages of combining the businesses of both companies, leading to greater operational efficiency, enhanced capacity to raise funds, and more favorable trade terms. The Board of Directors of both companies unanimously approved the Scheme, and there are no pending proceedings against either company under Sections 210 to 227 of the Companies Act, 2013.

The judgment highlights that the exchange ratio of shares for the amalgamation has been determined on a fair and reasonable basis as per the Report of the Registered Valuer. It is noted that the Transferor Company has both Equity Shareholders and Preference Shareholders, while the Transferee Company has only Equity Shareholders. The Scheme has received consent from the Preference Shareholder of the Transferor Company. Additionally, both companies have only unsecured creditors, with no secured creditors involved.

Furthermore, the judgment outlines the procedural aspects for convening and holding separate meetings of Equity Shareholders and Unsecured Creditors of both companies to consider and approve the Scheme of Amalgamation. The appointment of a Chairperson and Scrutiniser for the meetings, the voting procedures, the determination of the cut-off date for eligibility to vote, and the reporting requirements post-meetings are detailed. The judgment emphasizes compliance with the Companies Act, 2013 rules and provisions, including the quorum requirements and voting mechanisms for the approval of the Scheme.

In conclusion, the Tribunal orders the Applicants to file an affidavit proving the service of notices and compliance with all directions before the scheduled meetings. The Chairperson is directed to report the meeting results to the Tribunal within four weeks, and notices under Section 230(5) of the Companies Act, 2013 are to be served to relevant authorities. The judgment disposes of the application and provides for the supply of certified copies of the Order to the parties upon fulfillment of formalities.