2020 (12) TMI 424 - Tri - Companies Law

Sanction of Scheme of Arrangement by way of Amalgamation - section 230-232 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 with respect to calling, convening and holding of the meetings of the Shareholders, Secured and Unsecured Creditors or dispensing with the same as well as issue of notices including by way of paper publication are issued. The scheme is sanctioned - application allowed.

Summary

Issues Involved:
1. Scheme of Arrangement by way of Amalgamation under sections 230-232 of the Companies Act, 2013.
2. Dispensation of meetings for shareholders, secured creditors, and unsecured creditors for the involved companies.
3. Compliance with statutory requirements and notifications to regulatory authorities.

Detailed Analysis:

1. Scheme of Arrangement by way of Amalgamation:
The judgment involves a joint application filed by 17 companies under sections 230-232 of the Companies Act, 2013, for a Scheme of Arrangement by way of Amalgamation. The companies involved include 16 Transferor Companies and one Transferee Company. The Scheme proposes the amalgamation of the Transferor Companies into the Transferee Company.

2. Dispensation of Meetings:
The application sought the dispensation of meetings for shareholders, secured creditors, and unsecured creditors for all involved companies based on the consent affidavits provided.

- Equity Shareholders:
For each Transferor Company and the Transferee Company, the judgment states that the meetings of equity shareholders are dispensed with due to the consent affidavits from all shareholders holding 100% voting shares.

- Secured Creditors:
The judgment notes that none of the Transferor Companies nor the Transferee Company have any secured creditors. Therefore, the necessity of convening and holding meetings for secured creditors does not arise.

- Unsecured Creditors:
For each Transferor Company and the Transferee Company, the judgment states that the meetings of unsecured creditors are dispensed with due to the consent affidavits from all unsecured creditors holding 100% voting shares.

3. Compliance with Statutory Requirements and Notifications:
The judgment directs that notices of the application be served on several regulatory authorities to ensure compliance with statutory requirements. These authorities include:
- Regional Director, Ministry of Corporate Affairs.
- Registrar of Companies.
- Official Liquidator.
- Income Tax Department.

The notices to the Income Tax Authorities must disclose sufficient details such as PAN card numbers, ward numbers, and assessing officers to facilitate timely and proper replies.

Conclusion:
The application for the Scheme of Arrangement by way of Amalgamation is allowed based on the provided consent affidavits and compliance with statutory requirements. The necessity of convening meetings for shareholders, secured creditors, and unsecured creditors is dispensed with, and notices are to be served on relevant regulatory authorities. The appointed date for the Scheme is specified as 01st April 2019, subject to the Tribunal's directions.