2019 (4) TMI 1701 - Tri - Companies Law

Scheme of Merger - HELD THAT - No objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Approval of arrangement seeked. Adherence to mandatory convening of meetings Equity Shareholders of the Applicant Companies - Chairpersons appointed for the aforesaid Meeting to issue the notices of the Meeting referred to above - quorum for the aforesaid meeting of the Equity Shareholders shall be as prescribed under Section 103 of the Companies Act, 2013. Scheme is an arrangement between the Applicant Company No.1 and their respective shareholders only a meeting of the Equity Shareholders is proposed to be held in accordance with the provisions of Section 230 (1) (b) of the Companies Act, 2013. This bench hereby directs the Applicant Company No.3 to issue notice to its Unsecured Creditor as required under section 230 (3) of the Companies Act, 2013 with a direction that they may submit their representations, if any, to the Tribunal and copy of such representations shall simultaneously be served upon the Applicant Company No.1.

Issues:
1. Merger by Absorption between three companies.
2. Meetings of Equity Shareholders for approval of the proposed Scheme.
3. Undertakings by Applicant Companies for convening meetings and issuing necessary documents.
4. Appointment of Chairpersons and Scrutinizer for the meetings.
5. Directions for notice issuance to Unsecured Creditors.
6. Compliance with Companies Act, 2013 and Rules.
7. Notice serving to Regional Director, Registrar of Companies, Official Liquidator, and Income Tax Authority.
8. Filing of an affidavit of service of directions.

Analysis:
1. Merger by Absorption:
The judgment pertains to a Scheme of Merger by Absorption between three companies, each engaged in distinct business activities. The Transferor Companies are involved in retail outlets, departmental stores, malls, and wellness centers, while the Transferee Company focuses on advisory services and intends to expand its operations. The Tribunal directs the convening of Equity Shareholders' meetings for approval of the proposed Scheme.

2. Meetings of Equity Shareholders:
The judgment outlines the detailed procedures for convening and conducting the Equity Shareholders' meetings for each Applicant Company. Specific dates, times, locations, and requirements for issuing notices, explanatory statements, and proxy forms are prescribed to ensure compliance with legal provisions.

3. Undertakings and Compliance:
The Applicant Companies undertake to fulfill various obligations, including issuing notices, statements, proxy forms, and advertisements as per the Companies Act and Rules. The Tribunal accepts these undertakings and emphasizes compliance with the prescribed procedures for conducting the meetings and seeking approvals.

4. Appointment of Chairpersons and Scrutinizer:
Authorized signatories of the Applicant Companies are appointed as Chairpersons for the Equity Shareholders' meetings, with a designated Scrutinizer to oversee the proceedings. These appointments are crucial for ensuring the transparency and fairness of the approval process.

5. Directions for Unsecured Creditors:
In cases where the Scheme involves arrangements with respective shareholders only, the Tribunal directs the Applicant Companies to issue notices to Unsecured Creditors, allowing them to submit representations. This step ensures the involvement of all relevant stakeholders in the merger process.

6. Compliance with Legal Provisions:
The judgment emphasizes strict adherence to the Companies Act, 2013, and relevant Rules concerning notice issuance, meeting procedures, value determination, and reporting requirements. Non-compliance may result in objections or delays in the approval process.

7. Notice Serving to Authorities:
Detailed directions are provided for serving notices to Regional Director, Registrar of Companies, Official Liquidator, and Income Tax Authority, seeking their responses within specified timelines. The absence of objections within the stipulated period implies no opposition to the proposed Scheme.

8. Affidavit Filing:
The Applicant Companies are required to file an affidavit of service of directions issued by the Tribunal, ensuring that all necessary notifications and communications have been duly completed. This step validates the procedural regularity of the merger process.

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