2018 (10) TMI 1904 - Tri - Companies Law

Scheme of Amalgamation - Sections 230 to 232 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 dispensation with calling, convening and holding of the meetings of the Shareholders, Secured and Unsecured Creditors or dispensing with the same, are issued - directions for issuance of notices with regard to the meetings are also given. The scheme is approved - application allowed.

Summary

Issues: Application under Sections 230 to 232 of the Companies Act, 2013 for Scheme of Amalgamation

Analysis:

1. Application Details and Prayers:
- The application was filed by the applicant companies under Sections 230 to 232 of the Companies Act, 2013, for a Scheme of Amalgamation. The prayers included dispensing with the requirement for convening meetings, issuing necessary directions for creditors and members, and permitting the filing of documents for sanctioning the proposed Scheme.

2. Affidavit and Representation:
- An affidavit in support of the application was filed by the authorized representative of the Applicant Companies. It was represented that the application was maintainable under Rule 3(2) of the Rules, and the registered offices of the applicant companies fell within the jurisdiction of the Tribunal.

3. Details of Applicant Companies:
- Each Applicant Company's structure, including shareholders and creditors, was outlined. Consents from shareholders and creditors were obtained in the form of affidavits, seeking dispensation with the convening and holding of meetings for approval of the proposed Scheme.

4. Board Resolutions and Scheme Approval:
- The Board of Directors of the companies unanimously approved the proposed Scheme of Amalgamation in separate meetings. The resolutions were placed on record by the companies.

5. Directions Issued by the Tribunal:
- The Tribunal proposed directions for dispensation with calling, convening, and holding meetings of shareholders and creditors for each Applicant Company. Detailed considerations were made for each company regarding shareholders, secured creditors, and unsecured creditors, based on the representations made.

6. Service of Notices:
- The Tribunal ordered the service of notices on relevant authorities, including the Regional Director, Ministry of Corporate Affairs, Registrar of Companies, Official Liquidator, and Income Tax Department, ensuring disclosure of sufficient details for proper responses.

7. Decision:
- The application was allowed in the terms mentioned, indicating the Tribunal's approval of the Scheme of Amalgamation and the dispensation with the requirement for physical meetings based on the consents obtained from shareholders and creditors.

This detailed analysis covers the key aspects of the judgment delivered by the National Company Law Tribunal, New Delhi, regarding the application under Sections 230 to 232 of the Companies Act, 2013 for the Scheme of Amalgamation proposed by the applicant companies.