2020 (7) TMI 559 - Tri - Companies Law

Approval of scheme of Amalgamation - merger of business - no proceedings pending inquiry or investigation in respect of the applicant-company - HELD THAT - While dispensing with the meetings, this Bench directs that notices be sent to the Central Government through the office of the Regional Director (Northern Region), the Income-tax Authorities, Registrar of Companies, NCT of Delhi and Haryana, official liquidator and other sectoral regulators or authorities as required under sub-section (5) of section 230 of the Companies Act, 2013 who may have significant bearing on the operation of the applicant-companies along with copy of required documents and disclosures required under the provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Copies of the notices along with the proof of dispatch be filed before this Bench along with the affidavit of compliance. All the aforesaid directions are to be complied with strictly in accordance with the applicable law including forms and formats contained in the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 as well as the provisions of the Companies Act, 2013 by the applicant. Application allowed.

Issues Involved:
1. Jurisdiction and territorial authority.
2. Corporate details and business activities of transferor and transferee companies.
3. Rationale and necessity for the scheme of amalgamation.
4. Share exchange ratio and valuation.
5. Dispensation of convening meetings of shareholders and creditors.
6. Compliance with statutory requirements and notices to regulatory authorities.

Detailed Analysis:

1. Jurisdiction and Territorial Authority:
The registered offices of the transferor companies (Nos. 1-9) and the transferee company (No. 10) are situated in the National Capital Territory of Delhi, which falls within the territorial jurisdiction of the National Company Law Tribunal, New Delhi-IV Bench.

2. Corporate Details and Business Activities:
The transferor companies, ranging from real estate development to software and hardware development, were incorporated between 2007 and 2009 under the Companies Act, 2013. Each company has a specific authorized share capital and issued, subscribed, and paid-up capital. The transferee company, Strawberry Fields Televentures P. Ltd., is engaged in manufacturing and processing telecom equipment.

3. Rationale and Necessity for the Scheme of Amalgamation:
The amalgamation is justified on the grounds of:
- Reduction in administrative, managerial, and overhead expenses due to consolidation.
- Creation of a company with a larger asset base and stronger financials, facilitating growth.
- Benefits to stakeholders, including shareholders, creditors, and employees.
- Cancellation of intercompany transactions, improving operational efficiency and internal controls.

4. Share Exchange Ratio and Valuation:
The share exchange ratio was determined based on the valuation report dated April 22, 2019, by M/s. R. N. Marwah and Co., LLP. The ratio is based on the net asset value and was unanimously approved by the boards of the transferor and transferee companies in their meetings held on May 4, 2019.

5. Dispensation of Convening Meetings of Shareholders and Creditors:
The tribunal dispensed with the requirement of convening meetings of shareholders and unsecured creditors for all applicant companies based on the consent affidavits submitted:
- Transferor companies Nos. 1-9 and transferee company No. 10 had unanimous shareholder consent and no secured creditors.
- The unsecured creditors of each company also provided their consent, eliminating the need for meetings.

6. Compliance with Statutory Requirements and Notices to Regulatory Authorities:
The tribunal directed that notices be sent to the Central Government, Income-tax Authorities, Registrar of Companies, and other relevant authorities. Compliance with the Companies Act, 2013, and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, was mandated. Proof of dispatch and an affidavit of compliance were required to be filed before the tribunal.

Conclusion:
The tribunal allowed the application, dispensing with the meetings of shareholders and unsecured creditors of the applicant companies, subject to compliance with statutory requirements and the filing of necessary notices and documents with the relevant authorities.

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