2020 (11) TMI 1002 - Tri - Companies Law

Approval of Scheme of Arrangement - Sections 230 to Section 232 of the Companies Act, 2013 - HELD THAT - Various directions regarding holding and convening of various meetings issued - directions regarding issuance of notices also issued - application allowed.

Summary

Issues:
1. Scheme of Arrangement under Companies Act, 2013 for merger of companies.
2. Business activities and rationale for the scheme.
3. Shareholding and approvals of the Applicant Companies.
4. Consent of Equity Shareholders and Unsecured Creditors.
5. Dispensation of meetings for Equity Shareholders and Creditors.
6. Compliance with legal provisions and regulatory authorities.

Analysis:

1. Scheme of Arrangement under Companies Act, 2013 for merger of companies:
The judgment discusses a Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013, involving the merger of three companies: Primesec Investments Limited, Prime Commodities Broking (India) Limited, and Prime Securities Limited. The Scheme aims at merging the Transferor Companies with the Transferee Company and their respective Shareholders.

2. Business activities and rationale for the scheme:
The Applicant Companies are engaged in various business activities, including restructuring advisory services, financial intermediation, and merchant banking. The rationale for the Scheme includes benefits such as reduction in management overlaps, regulatory compliances, and administrative costs, along with synergy benefits and consolidation of the Group structure.

3. Shareholding and approvals of the Applicant Companies:
The First and Second Applicant Companies are wholly owned subsidiaries of the Third Applicant Company. The Board of Directors approved the Scheme for merger and reduction of share capital. All Equity Shareholders and Unsecured Creditors provided their consent for the Scheme, eliminating the need for meetings.

4. Consent of Equity Shareholders and Unsecured Creditors:
All Equity Shareholders and Unsecured Creditors of the Applicant Companies submitted consent affidavits, leading to the dispensation of meetings for Equity Shareholders and Creditors. The Scheme aims to benefit the shareholders, creditors, lenders, and various stakeholders without prejudicing their interests.

5. Dispensation of meetings for Equity Shareholders and Creditors:
Due to the unanimous consent of Equity Shareholders and Unsecured Creditors, the meetings for both groups were dispensed with. The Scheme ensures no dilution in shareholding, protects the rights of creditors, and does not compromise the interests of the Transferee Company's stakeholders.

6. Compliance with legal provisions and regulatory authorities:
The Applicant Companies are directed to serve notices to relevant authorities, including Income Tax Authorities, Central Government offices, Regulatory Authorities, and Stock Exchanges. Compliance with Companies Act, 2013 rules, and serving notices to Official Liquidator is also emphasized to ensure legal procedures are followed diligently.

This detailed analysis of the judgment highlights the key issues addressed by the Tribunal regarding the Scheme of Arrangement and the necessary approvals and consents obtained for the merger of the companies involved.