2017 (6) TMI 189 - Tri - Companies Law

Scheme of Amalgamation - dispensation of the meetings of the equity shareholders, preference shareholders, secured creditors and unsecured creditors of both the Applicant Companies in respect of a Scheme of Amalgamation of the Transferor Company with the Transferee Company and their respective shareholders adhered to. Scheme allowed.

Summary

Issues: Application for dispensation of meetings of equity shareholders, preference shareholders, secured creditors, and unsecured creditors under sections 230-232 of the Companies Act, 2013 for a Scheme of Amalgamation.

Analysis:
1. The joint application under sections 230-232 of the Companies Act, 2013 sought dispensation of meetings of various stakeholders for a Scheme of Amalgamation between the Transferor Company and the Transferee Company. The application included supporting affidavits and documents annexed to it, demonstrating compliance with the legal requirements.

2. Both the Transferor Company and the Transferee Company had their respective Board of Directors pass resolutions approving the proposed Scheme placed before them. Additionally, financial statements and certificates from statutory auditors were submitted to confirm compliance with accounting standards under the Companies Act, 2013.

3. The application detailed the consent affidavits of equity shareholders, preference shareholders, secured creditors, and unsecured creditors of both companies. Original consent affidavits and certificates from Chartered Accountants were provided, ensuring that all stakeholders had consented to the proposed Scheme.

4. Meetings of equity shareholders, preference shareholders, secured creditors, and unsecured creditors were dispensed with based on the affidavits and certificates provided, indicating unanimous consent from the stakeholders involved in both the Transferor and Transferee Companies.

5. The Tribunal directed the Applicant-Companies to send notices to relevant authorities as per the legal requirements, including the Central Government, Registrar of Companies, Income Tax authorities, and Official Liquidator, allowing them 30 days to make any representations or objections to the proposed scheme.

6. The Company Application was disposed of accordingly, indicating that all necessary steps had been taken to comply with the legal provisions regarding the Scheme of Amalgamation and the dispensation of stakeholder meetings.

This detailed analysis of the judgment highlights the thorough process followed by the Tribunal in addressing the application for dispensation of meetings under the Companies Act, 2013 for the Scheme of Amalgamation between the Transferor and Transferee Companies.