2020 (9) TMI 1038 - Tri - Companies Law

Maintainability of Joint Application - Sanction of Scheme of Amalgamation - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT - As per clause 8 of the Scheme, all legal proceedings of whatsoever nature by or against Transferor Companies pending and/or arising at the Appointed Date and relating to Transferor Companies or its properties, assets, debts, liabilities, duties and obligations, shall be continued and/or enforced until the Effective Date as desired by the Transferee Company and as and from the Effective Date shall be continued and enforced by or against the Transferee Company in the same manner and to the same extent as would or might have been continued and enforced by or against Transferor Companies. On and from the Effective Date, the Transferee Company may, if required, initiate any legal proceedings in its name in relation to Transferor Companies in the same manner and to the same extent as would or might have been initiated by Transferor Companies. Directions are issued with respect to calling, convening and holding of meetings of the Shareholders, Secured Creditors and Unsecured Creditors or dispensing with the same as well as issue of notices including by way of paper publication - Application disposed off.

Issues Involved:
1. Sanction of the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.
2. Approval and authorization by the Board of Directors of the Applicant Companies.
3. Compliance with statutory requirements and accounting standards.
4. Dispensation of meetings for shareholders, secured creditors, and unsecured creditors.
5. Appointment of Chairperson, Alternate Chairperson, and Scrutinizer for the meetings.
6. Directions for notices, advertisements, and supplementary accounting statements.

Detailed Analysis:

1. Sanction of the Scheme of Amalgamation:
The Applicant Companies, namely Hansvahini Auto Interior Private Limited (HAIPL), RSLH Auto Seat Trims Private Limited (RSLH), Comfort Trims Private Limited (CTPL), and HH Interior & Auto Components Limited (HHI), sought the Tribunal's sanction for their Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013. The Tribunal found the joint application maintainable under Rule 3(2) of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016.

2. Approval and Authorization by the Board of Directors:
The Board of Directors of the Applicant Companies approved the Scheme unanimously in their respective meetings held on 07.11.2019. The resolutions were backed by the necessary authorizations to Mr. P. Baranwal for executing the required acts to effectuate the Scheme.

3. Compliance with Statutory Requirements and Accounting Standards:
The statutory auditors of the Applicant Companies confirmed that the accounting treatment in the Scheme conformed to the Accounting Standards under Section 133 of the Companies Act, 2013. The Applicant Companies also filed their audited financial statements as of March 31, 2019, along with provisional financial statements for the period ended 31.08.2019.

4. Dispensation of Meetings for Shareholders, Secured Creditors, and Unsecured Creditors:
The Tribunal dispensed with the meetings of equity shareholders for all Applicant Companies as consent affidavits from all equity shareholders were obtained. There were no secured creditors in any of the Applicant Companies, thus no meetings were required. Meetings for unsecured creditors were directed to be convened for Transferor Companies 1, 2, and 3, with specific dates, times, and quorum requirements outlined. The meeting for unsecured creditors of the Transferee Company was dispensed with as consent affidavits were obtained.

5. Appointment of Chairperson, Alternate Chairperson, and Scrutinizer:
Mr. Sanjay Bansal was appointed as the Chairperson, Mr. Alok Kumar Jain as the Alternate Chairperson, and Mr. Jatin Singhal as the Scrutinizer for the meetings. Their fees and expenses were to be borne by the Transferor Companies.

6. Directions for Notices, Advertisements, and Supplementary Accounting Statements:
The Tribunal issued detailed directions for sending individual notices of the meetings to creditors, publishing advertisements in specified newspapers, and circulating supplementary accounting statements. Notices were to include the Scheme, explanatory statements, proxy forms, and other prescribed documents. The Applicant Companies were directed to comply with all applicable laws and provide copies of the Scheme free of charge upon request.

Conclusion:
The Tribunal, after considering the submissions and documents, issued directions for convening and holding meetings, or dispensing with them, and outlined the procedural requirements for notices and advertisements. The First Motion Petition was disposed of with these directions, ensuring compliance with statutory provisions and safeguarding the interests of all stakeholders involved in the amalgamation.

← Previous Next →