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2019 (11) TMI 1648 - Tri - Insolvency and BankruptcySanction of scheme of amalgamation - Section 230 - 232 of the Companies Act, 2013 - HELD THAT - It is stated in the application that no proceedings are pending under Section 235 to 251 of the Companies Act, 1956 and Section 210-225 of the Companies Act, 2013 against any of the applicant companies, and the applicant companies have obtained certificates from Statutory Auditors to the effect that the accounting treatment contained in the Scheme is in conformity with the accounting standards specified under Sec.133 of the Companies Act, 2013. Copy of the certificates annexed to the application as Annexure AF. It is stated in the application that all the Unsecured Creditors have given their written consent by way of affidavit to the proposed Scheme of Amalgamation. The affidavit of consent and the Auditor s certificate certifying the list of Unsecured Creditors is annexed to the application as Annexure-AA2 - the shareholders of the applicant companies have given their consents by way of affidavit with respect to the approval of the Scheme, as such, calling and holding of meetings of shareholders of the applicant companies be dispensed with. In view of absence of any objection and since all the requisite compliance has been fulfilled, the scheme is approved - application allowed.
Issues:
1. Application for amalgamation under Sec.230 - 232 of the Companies Act, 2013. 2. Reasons necessitating the amalgamation. 3. Sufficiency of assets to meet liabilities and absence of adverse effects on creditors. 4. Compliance with statutory requirements and absence of pending proceedings. 5. Consent of shareholders, unsecured creditors, and absence of secured creditors. 6. Disposal of the application and further procedural directions. Issue 1: Application for Amalgamation The application was filed under Sec.230 - 232 of the Companies Act, 2013 for the amalgamation of six companies with ABS Portfolio Private Limited. The purpose was to obtain the Tribunal's sanction for the proposed Scheme of Amalgamation, which was approved by the Board of Directors of the applicant companies. Issue 2: Reasons Necessitating Amalgamation The reasons cited for amalgamation included reducing overheads, enhancing efficiency, streamlining ownership structure, and creating enhanced value for stakeholders. The amalgamation aimed to optimize operational efficiency, rationalize costs, and simplify the business structure since all companies were located in West Bengal. Issue 3: Sufficiency of Assets and Absence of Adverse Effects It was stated that the assets of the applicant companies were adequate to cover their liabilities, ensuring no adverse impact on creditors. Certificates from Statutory Auditors confirmed that the accounting treatment in the Scheme complied with accounting standards under Sec.133 of the Companies Act, 2013. Issue 4: Compliance and Pending Proceedings The application affirmed compliance with statutory requirements, including obtaining consent from unsecured creditors and shareholders. No pending proceedings under relevant sections of the Companies Act, 1956 and 2013 were reported against any of the applicant companies. Issue 5: Consent and Creditor Status All unsecured creditors provided written consent to the proposed Scheme of Amalgamation. As there were no secured creditors, the need for convening separate meetings of secured creditors was waived. Shareholders also consented to the Scheme, eliminating the necessity for separate shareholder meetings. Issue 6: Disposal and Procedural Directions The Tribunal, after hearing the counsel and noting the absence of objections, dispensed with the requirement for separate meetings of shareholders and unsecured creditors. The order directed the service of notices to relevant authorities, including the Central Government, RBI, and Competition Commission of India. The Applicant Companies were instructed to file affidavits and a joint petition for confirmation of the Scheme within specified timelines. The Tribunal disposed of the application CA (CAA) No.1248/KB/2019, granting various directions for compliance with procedural formalities. The judgment emphasized the importance of obtaining consents, ensuring creditor approval, and adhering to statutory regulations for a successful amalgamation process.
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