2020 (10) TMI 966 - Tri - Companies Law

Approval of Scheme of Amalgamation - Section 230-232 of the Companies Act, 2013 - HELD THAT - Under Section 230(9) of the Companies Act, 2013, the Tribunal may dispense with calling of a meeting of Creditor or class of Creditors where such Creditor or class of Creditors, having at least 90% value, agree and confirm, by way of affidavit, to the scheme of compromise or arrangement. More than 99% of the Shareholders, all Secured Creditors and more than 94% of the Unsecured Creditors of the Transferee Company as well as more than 99% of the shareholders and the only one Unsecured Creditor in the Transferor Company have been supporting and agreeing to the Scheme of Amalgamation and for dispensation of their meeting for approval of the scheme by way of their consent affidavits. There is no Secured Creditor in the Transferor Company. Calling of the meetings of the members of the Transferor Company and Transferee Company as envisaged under Section 230(1) of the Companies Act, 2013 is not necessary and will not serve any purpose, if called. Application disposed off.

Summary

Issues Involved:
Application under Section 230-232 of the Companies Act, 2013 for Scheme of Amalgamation of two companies.

Detailed Analysis:

1. Scheme of Amalgamation:
The application sought direction to dispense with meetings of Equity Shareholders, Secured and Unsecured Creditors for the Scheme of Amalgamation of two companies. The proposed amalgamation aimed at consolidating businesses for greater synergies, management efficiency, cost reduction, and resource optimization. The scheme intended to transfer assets and liabilities of the Transferor Company to the Transferee Company for enhanced business operations and financial strength.

2. Financial Statements and Auditors Reports:
Audited balance sheets and financial statements of both companies were submitted. Statutory auditors' reports confirmed conformity with Accounting Standards prescribed under Section 133 of the Companies Act, 2013. Valuation reports for shares were prepared by a registered valuer as required by law.

3. Board Resolutions and Shareholder Consents:
The Scheme of Amalgamation was approved by the Boards of both companies. Shareholders and creditors expressed their consent through affidavits for dispensation of meetings for approval of the scheme. The majority of shareholders and creditors supported the scheme, facilitating the dispensation of meetings under Section 230(9) of the Companies Act, 2013.

4. Order of the Tribunal:
After considering the arguments and documents, the Tribunal decided to dispense with the meetings of members, shareholders, secured, and unsecured creditors for both companies. The companies were directed to submit applications to Central Government and Statutory Authorities, serve notice upon the Official Liquidator, and present a petition for sanction of the Scheme of Amalgamation. The Tribunal's order facilitated the procedural requirements for the successful implementation of the scheme.

In conclusion, the Tribunal's judgment addressed the legal aspects and procedural requirements for the Scheme of Amalgamation, ensuring compliance with the Companies Act, 2013. The decision highlighted the importance of shareholder and creditor consents, financial transparency, and regulatory compliance in corporate restructuring processes.