2020 (12) TMI 39 - Tri - Companies Law

Approval of Scheme of Arrangement by way of Amalgamation - Sections 230-232 and 234 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Various directions issued with respect to convening/holding or dispensing with the meetings of the Shareholders, Secured and Unsecured Creditors as well as issue of notices including by way of paper publication. The appointed date as specified in the Scheme is 23rd August 2019 subject to the directions of this Tribunal. Application disposed off.

Summary

Issues:
Application for merger under Sections 230-232 and 234 of Companies Act, 2013 - Scheme of Arrangement by way of Amalgamation - Approval by Board of Directors - Shareholders' and Creditors' meetings dispensation - Directions for convening meetings - Notice to Statutory Authorities.

Analysis:
The judgment pertains to an application by a company, referred to as the Transferee Company, for the merger with another company, the Transferor Company, under the provisions of Sections 230-232 and 234 of the Companies Act, 2013. The application is made in relation to a Scheme of Arrangement by way of Amalgamation proposed between the two companies. The Transferee Company, Shriram Bioseed Ventures Limited, and the Transferor Company, Bioseeds Limited, have filed necessary documents, including Memoranda, Articles of Association, and balance sheets, to support the merger. Both companies have obtained approval for the proposed Scheme of Amalgamation through board resolutions passed on specific dates.

Regarding the Transferee Company, it is highlighted that the company has equity shareholders, preference shares in the Transferor Company, and an unsecured creditor. The company has obtained consent from all equity shareholders and the unsecured creditor through affidavits, dispensing with the need to convene meetings for their approval. As there are no secured creditors, the requirement for a meeting with them is deemed unnecessary. The appointed date for the merger is specified in the Scheme, subject to the Tribunal's directions.

The judgment provides directions for convening or dispensing with meetings of shareholders and creditors. For the Transferee Company, it is decided that due to the consent affidavits from all equity shareholders and the unsecured creditor, the meetings of shareholders and unsecured creditors are dispensed with. Since there are no secured creditors, the need for convening a meeting with them is eliminated. Additionally, the judgment mandates serving notices of the application to various Statutory Authorities, including the Regional Director of the Ministry of Corporate Affairs, Registrar of Companies, Official Liquidator, Income Tax Department, and other sectoral regulators as required.

In conclusion, the application for the merger is allowed on the specified terms, and the case is disposed of accordingly. The judgment emphasizes compliance with the Companies Act, 2013, and the Rules governing Compromises, Arrangements, and Amalgamations, ensuring transparency and adherence to legal procedures throughout the merger process.