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2021 (1) TMI 1137 - Tri - Insolvency and BankruptcyApproval of Scheme of Amalgamation - sections 230 to 232 and other relevant provisions of the Companies Act, 2013 - HELD THAT - Various directions regarding issuance of notices issued - Applicant Companies shall file affidavit with the Registry in compliance to the directions given in this Order have been duly complied with. Application disposed off.
Issues:
Approval of Scheme of Amalgamation under sections 230 to 232 of the Companies Act, 2013. Analysis: The judgment delivered by the National Company Law Tribunal, Kolkata, involved the sanction sought for the Scheme of Amalgamation of two companies, AAKASH IRON & STEEL PRIVATE LIMITED (Transferor Company) and SAKSHI EXPORTS PRIVATE LIMITED (Transferee Company), under sections 230 to 232 of the Companies Act, 2013. The representatives submitted that the proposed scheme would result in Operating and Financial Synergies, combining resources, capabilities, and expertise to enhance competitiveness, efficiency, and growth. Both companies' Board of Directors unanimously approved the scheme subject to regulatory authorities' approval. Shareholders and creditors of both companies provided their consent through affidavits, eliminating the need for separate meetings. The Transferee Company had one Secured Creditor who consented, while the Transferor Company had no Secured Creditors. Three Unsecured Creditors of the Transferee Company and one Unsecured Creditor of the Transferor Company also provided consent, waiving the requirement for separate meetings. Moreover, the Applicant Companies were directed to serve notices and copies of the Scheme to relevant authorities, including the Central Government, Registrar of Companies, and Income Tax Authority. If no objections were received within 30 days, it would be presumed that the authorities had no objection to the proposed Scheme. The Applicant Companies were required to file an affidavit confirming compliance with the directions. The Tribunal disposed of the case, and the Registry was instructed to send a copy of the order to all parties involved. Additionally, urgent certified copies of the order would be provided upon completion of formalities.
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