2020 (9) TMI 126 - Tri - Companies Law

Scheme of amalgamation - Dispensation of meeting of the equity shareholders of both the applicant-companies and convening the meeting of unsecured creditors of applicant transferee company - HELD THAT - Meetings of equity shareholders, of the applicant-transferor company are hereby dispensed with. There are no secured and unsecured creditors - Meetings of equity shareholders and secured creditors of the applicant transferee company are hereby dispensed with. Meeting of unsecured creditors of the applicant-transferee company shall be convened and held at the registered office of the transferee company at Kapdai Faliya, Gandevi Road, Devsar, Taluka-Gandevi, Bili mora District, Navsari-396 380 on August 10, 2020 at 11.00 a.m. for the purpose of considering and if thought fit approving the proposed scheme of amalgamation with or without modifications - At the aforesaid meetings of unsecured creditors of the applicant transferee company voting shall be carried out through ballot/polling paper at the venue of the meeting. Application allowed.

Issues Involved:

1. Dispensation of meeting of equity shareholders of the applicant companies.
2. Convening the meeting of unsecured creditors of the applicant transferee company.
3. Approval and consideration of the scheme of amalgamation between the applicant-transferor and applicant-transferee companies.
4. Compliance with statutory requirements and regulations.

Issue-wise Detailed Analysis:

1. Dispensation of Meeting of Equity Shareholders of the Applicant Companies:

The Tribunal considered the request for dispensation of the meeting of equity shareholders of both the applicant companies. It was noted that the transferor company has two equity shareholders who have provided their consent on affidavit approving the proposed scheme. Similarly, the transferee company has eight equity shareholders who have also given their consent on affidavit. Given these consents, the Tribunal ordered that the meetings of equity shareholders of the applicant-transferor company and the applicant-transferee company are hereby dispensed with.

2. Convening the Meeting of Unsecured Creditors of the Applicant Transferee Company:

The Tribunal directed that the meeting of unsecured creditors of the applicant-transferee company shall be convened and held at the registered office of the transferee company on August 10, 2020, at 11.00 a.m. for the purpose of considering and, if thought fit, approving the proposed scheme of amalgamation with or without modifications. Voting at this meeting shall be carried out through ballot/polling paper at the venue. The quorum for the meeting shall be five unsecured creditors present in person or by proxy or authorized representative.

3. Approval and Consideration of the Scheme of Amalgamation:

The scheme of amalgamation between Prerna Infrastructure P. Ltd. (applicant-transferor company) and Aditya Timpack P. Ltd. (applicant-transferee company) was proposed to enable consolidation of business, pooling of resources, strengthening financial position, and avoiding duplication of administrative functions. The scheme has been approved by the respective boards of directors of both companies. The Tribunal noted that the scheme is in the interest of shareholders, creditors, and other stakeholders of both companies.

4. Compliance with Statutory Requirements and Regulations:

The Tribunal ensured that the accounting treatment specified in the scheme is in conformity with the Accounting Standards as prescribed by the Central Government. It was confirmed that no investigation or proceedings under the Companies Act, 1956 or 2013, have been instituted or are pending against the applicant companies. Additionally, no winding-up petition is pending against them. The Tribunal also noted that the applicant companies are unlisted private limited companies and are not registered with the Reserve Bank of India, and none of the shareholders or creditors is a non-resident or Foreign National. The scheme of amalgamation has been approved by the respective boards of directors, and the necessary documents, including the memorandum and articles of association and audited financial statements, have been annexed to the application.

Order:

The Tribunal passed the following orders:

1. Dispensed with the meetings of equity shareholders of the applicant-transferor company and the applicant-transferee company.
2. Directed the convening of the meeting of unsecured creditors of the applicant-transferee company on August 10, 2020.
3. Ordered that notices for the meeting be sent to unsecured creditors and published in specified newspapers.
4. Appointed a chairman and scrutinizer for the meeting.
5. Directed the chairman to report the result of the meeting to the Tribunal.
6. Ordered the applicant companies to send notices to statutory authorities, including the Central Government, Registrar of Companies, Income-tax Authorities, and the official liquidator.

The application was allowed and disposed of accordingly.

← Previous Next →