2018 (10) TMI 2009 - Tri - Companies Law

Sanction of Scheme of Amalgamation - HELD THAT - Let Notice be served as per requirements of sub-section (5) of Section 230 of the Companies Act, 2013 read with Rule 16 (2) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, along with a copy of the Scheme of Amalgamation on the Central Government, through the Regional Director, Eastern Region, Ministry of Corporate Affairs, Registrar of Companies, West Bengal, Ministry of Corporate Affairs and the concerned Assessing Officer along with the Chief Commissioner of Income Tax with PAN numbers of the Petitioner Companies and also the Official Liquidator, having jurisdiction over the Transferor and Transferee Companies, by hand delivery through personal messenger or by Registered Post or by Speed Post and by Electronic mail. Petition disposed off.

Summary

Issues Involved:
Approval of Scheme of Amalgamation involving multiple companies with common shareholders and management.

Analysis:
The petition seeks approval for a Scheme of Amalgamation between three companies: Narsingh Ispat Limited (NIL) as the Transferee Company, Reliable Commodeal Private Limited (RCPL) as Transferor Company No. 1, and Seaview Agencies Private Limited (SAPL) as Transferor Company No. 2. The scheme aims to transfer all assets and liabilities of the Transferor Companies to the Transferee Company, effective from 1st April 2017, for centralized management and reduction of administrative expenses.

The proposed amalgamation is expected to merge financial resources, facilitate centralized management, and focus on core business activities, leading to synergies and enhanced growth opportunities. The merger is projected to create a larger pool of resources and manpower, enabling faster growth and efficient utilization of funds. The petition asserts that the aggregate assets of the Petitioner Companies are adequate to cover their liabilities without adversely affecting creditors' rights.

Meetings of equity shareholders and unsecured creditors of the companies were dispensed with by a Tribunal order. However, a meeting was convened for the secured and unsecured creditors of Narsingh Ispat Limited to consider and approve the Scheme of Amalgamation. Notices were duly served to creditors, and compliance with statutory requirements, including serving notices to relevant authorities and publication in newspapers, was undertaken.

Subsequent to the creditor meetings held on 23rd August 2018, where the Scheme was approved, the petition seeks final sanction of the Scheme of Amalgamation. The Tribunal directed further notice to be served to relevant authorities and specified the procedure for filing representations within 30 days. The petitioners are required to publish advertisements of the hearing, and the matter is scheduled for a hearing on 12th November 2018.

In conclusion, the judgment outlines the procedural compliance, creditor meetings, and the next steps in obtaining final sanction for the proposed Scheme of Amalgamation, emphasizing transparency, statutory adherence, and creditor protection throughout the process.