2019 (12) TMI 1527 - Tri - Companies Law

Scheme of Amalgamation - seeking holding, convening as well as dispensation with various meetings - Section 230-232 of the Companies Act, 2013 - HELD THAT - Various directions regarding holding, convening and dispensation of various meetings issued - directions regarding issuance of various notices also issued. The scheme is approved - application allowed.

Summary

Issues Involved:
1. Dispensation of meetings for equity shareholders, secured and unsecured financial creditors.
2. Approval of the Scheme of Amalgamation.
3. Compliance with statutory requirements and procedural directions.

Issue-wise Detailed Analysis:

1. Dispensation of Meetings:
The joint application by Karix Mobile Private Limited, Unicel Technologies Private Limited, and Tanla Corporation Private Limited under Sections 230-232 of the Companies Act, 2013, sought dispensation of meetings for equity shareholders, secured, and unsecured financial creditors of the Transferor Companies and the Transferee Company. The Tribunal considered the consent affidavits from shareholders and creditors, which indicated no objection to the proposed scheme. The Tribunal noted that Section 230(9) of the Companies Act, 2013, allows dispensation of meetings if 90% of creditors consent.

2. Approval of the Scheme of Amalgamation:
The Scheme of Amalgamation aimed to integrate the businesses of the Transferor Companies with the Transferee Company to enhance market position, operational efficiency, and shareholder value. The Tribunal reviewed the rationale, including pooling resources, achieving economies of scale, and simplifying the holding structure. The Board of Directors of the Applicant Companies approved the scheme in their meetings held on 30 August 2019. The Tribunal also noted that the statutory auditors certified the accounting treatment as per Section 133 of the Companies Act, 2013.

3. Compliance with Statutory Requirements and Procedural Directions:
The Tribunal directed the convening of meetings for unsecured trade creditors of the Second Applicant Company due to insufficient consent from creditors. Specific directions included appointing a Chairperson and Scrutinizer, setting a quorum, and detailing the manner of notice distribution. The Tribunal also mandated serving notices to the Regional Director, Registrar of Companies, Income Tax Authority, and Official Liquidator, with a presumption of no objection if no response is received within 30 days. The Tribunal emphasized compliance with the Companies Act, 2013, and relevant rules for conducting meetings and reporting outcomes.

Judgment:
The Tribunal dispensed with the meetings of equity shareholders, secured creditors, and unsecured financial creditors for the First Applicant/Transferor Company 1 and the Third Applicant/Transferee Company. It also dispensed with the meetings of equity shareholders and secured creditors for the Second Applicant/Transferor Company 2. However, it ordered the convening of meetings for unsecured trade creditors of the Second Applicant Company, appointing a Chairperson and Scrutinizer, and setting procedural guidelines for the conduct of the meetings.

The Tribunal's order included:
- Dispensation of specific meetings as requested.
- Convening meetings for unsecured trade creditors of the Second Applicant Company on 1st February 2020.
- Serving notices to relevant authorities and publishing meeting notices in specified newspapers.
- Compliance with procedural rules for conducting and reporting the meetings.

The Tribunal concluded that the proposed Scheme of Amalgamation is in the best interests of the companies, shareholders, creditors, and all concerned parties, ensuring compliance with statutory requirements and procedural fairness.