2018 (1) TMI 1641 - Tri - Companies Law

Scheme of Arrangement by way of Amalgamation - sections 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Various directions with respect to calling, convening and holding of the meetings of the Equity Shareholders, Preference Shareholders, Secured and Unsecured Creditors, or dispensing with the same as well as issue of notices including by way of paper publication is issued. Application allowed.

Summary

Issues:
Application under sections 230-232 of Companies Act, 2013 for Scheme of Arrangement by way of Amalgamation - Dispensing with meetings of shareholders and unsecured creditors - Appointment of chairperson for meetings - Dispensing with publication of notice in newspaper - Territorial jurisdiction of Tribunal.

Analysis:
The judgment pertains to an application filed by two companies, a Transferor Company and a Transferee Company, for a Scheme of Arrangement by way of Amalgamation under sections 230-232 of the Companies Act, 2013. The application sought various reliefs, including dispensing with the convening, holding, and conducting of meetings of shareholders and unsecured creditors, or alternatively, conducting separate meetings for them. The applicants also requested the appointment of a chairperson for the meetings and dispensing with the publication of notices in newspapers. Additionally, the applicants sought any other orders deemed fit in the circumstances.

The affidavit filed in support of the application highlighted that the Scheme did not involve corporate debt restructuring under Section 230(2) of the Act. The joint application by the companies was deemed maintainable under Rule 3(2) of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016. It was emphasized that the registered offices of both companies fell within the territorial jurisdiction of the Tribunal, specifically under the Registrar of Companies, NCT, New Delhi.

Regarding the Transferor Company, it was noted that all necessary consents from Equity Shareholders, Preference Shareholder, and Unsecured Creditors had been obtained via affidavits, leading to a request for dispensation from convening and holding meetings. Similarly, for the Transferee Company, consents from Equity Shareholders and the single Unsecured Creditor had been obtained, warranting dispensation from meetings.

The judgment detailed the incorporation information and share capital structure of both companies, along with the approval of the proposed Scheme of Amalgamation by their respective Boards of Directors. The appointed date for the Scheme was specified as 1st April 2017, subject to the Tribunal's directions. The companies confirmed no pending investigation proceedings against them and compliance with relevant provisions of the Companies Act, 2013.

Upon review of the application and associated documents, the Tribunal issued directions regarding the meetings of Equity Shareholders, Preference Shareholders, Secured and Unsecured Creditors, or dispensing with the same. Specific instructions were provided for both the Transferor and Transferee Companies, based on the consents obtained and placed on record. The application was allowed on the specified terms, with a directive to file the petition for approval of the Scheme of Amalgamation within seven days from the order date.