2020 (12) TMI 425 - 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 notices issued with regard to convening and holding of various meetings as well as for issuance of notices of such meetings - the scheme is sanctioned. Application allowed.

Summary

Issues:
1. Scheme of Arrangement by way of Amalgamation under sections 230-232 of Companies Act, 2013.
2. Approval of the proposed Scheme by the Applicant companies.
3. Details of Transferor Companies and Transferee Company.
4. Shareholders' consents and dispensing with the need for meetings.
5. Directions for convening/holding or dispensing with meetings of Shareholders, Secured and Unsecured Creditors.
6. Notices to relevant authorities and regulators.

Analysis:

1. Scheme of Arrangement by way of Amalgamation:
The judgment pertains to a joint application by multiple applicant companies for a Scheme of Arrangement by way of Amalgamation under sections 230-232 of the Companies Act, 2013. The Scheme involves Transferor Companies and a Transferee Company, seeking approval for the proposed arrangement.

2. Approval of the Proposed Scheme:
The Applicant companies, through their respective Board of Directors' meetings, unanimously approved the proposed Scheme of Amalgamation. Resolutions passed in the board meetings have been duly recorded and submitted as part of the application.

3. Details of Companies Involved:
The judgment provides detailed information about the Transferor Companies - Saurabh Advisors Private Limited, R G Freelancers Private Limited, and G G Advisory Services Private Limited, along with the Transferee Company - Flowmore Design & Technologies Private Limited. The authorized and paid-up share capital of each company is specified.

4. Shareholders' Consents and Dispensing with Meetings:
For each company involved, details regarding shareholders, secured creditors, and unsecured creditors are outlined. Consent affidavits from shareholders and creditors have been submitted, leading to the dispensation of the need for convening meetings due to the absence of creditors or unanimous shareholder consent.

5. Directions for Convening/Holding or Dispensing with Meetings:
The judgment issues specific directions for each company regarding convening or dispensing with meetings of shareholders, secured creditors, and unsecured creditors. The necessity of holding meetings is determined based on the presence or absence of creditors and the submission of consent affidavits.

6. Notices to Relevant Authorities and Regulators:
The judgment mandates serving notices on various authorities and regulators, including the Regional Director, Ministry of Corporate Affairs, Registrar of Companies, Official Liquidator, Income Tax Department, and other sectoral regulators. Detailed information must be provided in the notices for proper compliance.

In conclusion, the Tribunal allowed the application on the specified terms and disposed of the matter, emphasizing compliance with the directions issued regarding meetings and notifications to relevant entities.