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2020 (9) TMI 558 - Tri - Companies LawSanction of Composite Scheme of Merger and Amalgamation - section 230-232 of the Companies Act, 2013 - HELD THAT - This Tribunal directs that, in view of the fact that there are no Secured Creditors in the Transferor Company No. 1 and 2 and the certificate of the CA in respect of the same there is no need of convening a meeting of the secured creditors in the Transferor Company No. 1 and 2. In compliance of sub-section (5) of Section 230 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Applicant Companies shall send a notice in Form No. CAA.3 along with disclosures mentioned under Rule 6, to, (i) the Central Government through the Regional Director, North-western Region, (ii) the Registrar of Companies, Gujarat, (iii) the Income Tax Authorities concerned and (iv) the Official Liquidator, stating that representations, if any, to be made by them shall be made within a period of 30 days from the date of receipt of such notice, failing which it shall be presumed that they have no objection to make on the proposed scheme. The said notices shall be sent forthwith by registered post or by speed post or by courier or by had delivery or by an e-mail at the office of the authority as required by sub-rule (2) of Rule 8 of the Companies (CAA) Rules, 2016. The aforesaid authorities, who desire to make any representations under sub-section (5) of Section 230, shall send the same to the Tribunal within a period of 30 days from the date of receipt of such notice, failing which, it will be deemed that they have no representation to make on the proposed arrangement. Application allowed.
Issues Involved:
1. Sanction of the Composite Scheme of Merger and Amalgamation. 2. Convening and dispensing meetings of shareholders, secured creditors, and unsecured creditors. 3. Compliance with legal and procedural requirements. Detailed Analysis: 1. Sanction of the Composite Scheme of Merger and Amalgamation: The Transferor Companies and Transferee Company filed a joint application under sections 230-232 of the Companies Act, 2013, seeking the Tribunal's sanction for the Composite Scheme of Merger and Amalgamation. The Scheme aims to streamline the organization structure, realize commercial synergies, enhance shareholder value, and ensure optimum resource utilization. The Board of Directors of the Applicant Companies approved the proposed scheme in their meetings held on 15.06.2020. The companies confirmed that no winding-up petition or investigation is pending against them and that the scheme does not involve any buy-back of shares. Notice to the RBI and the Competition Commission of India was deemed unnecessary as the companies are not NBFCs and the scheme does not attract provisions of the Competition Act, 2002. 2. Convening and Dispensing Meetings of Shareholders, Secured Creditors, and Unsecured Creditors: The Applicant Companies sought orders to convene meetings of shareholders and dispense with meetings of unsecured creditors due to operational difficulties in obtaining consent affidavits. The Tribunal directed: - Meetings of shareholders of the Applicant Companies to be held on 28th September 2020. - Meetings of unsecured creditors of the Applicant Companies to be held on the same date. - A meeting of the secured creditor of the Transferee Company to be held on the same date. The Tribunal noted that there are no secured creditors in Transferor Companies 1 and 2, thus no meetings are required for them. The quorum for the meetings was set at 25% of the total value, and valid proxies and authorized representatives would be counted for quorum purposes. If the quorum is not met, meetings will be adjourned for half an hour and then proceed with the present members. 3. Compliance with Legal and Procedural Requirements: The Tribunal directed that advertisements about the meetings be published in "Business Standard" and "Navgujarat Samay," and notices be sent to shareholders by registered post, speed post, courier, or email. The Applicant Companies must send notices in Form No. CAA 3 to the Central Government, Registrar of Companies, Income Tax Authorities, and Official Liquidator, allowing them 30 days to make any representations. The Chairperson and Scrutinizer were appointed to oversee the meetings and report the results to the Tribunal within seven working days. The Applicant Companies were instructed to make arrangements for the travel and stay of the Chairperson and Scrutinizer. The Tribunal concluded by allowing and disposing of CA (CAA) No. 45 of 2020 with the above directions.
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