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2020 (12) TMI 595 - Tri - Companies LawApproval of Scheme of amalgamation - Section 230 to 232 of the Companies Act, 2013 - HELD THAT - Considering the facts and circumstances of the case and on perusal of the Scheme and the documents produced on record, of Amalgamation and the documents placed on record, it appears that the requirements of the provisions of section 230 and 232 of the Companies Act, 2013 are satisfied. However, as per the observation of the Regional Director the appointed date of the Scheme should be modified to 1st April, 2020 instead of 1st April, 2019. The Scheme of Amalgamation, which is annexed as Annexure E to the joint petition, is hereby sanctioned subject to appointed date being modified from 01st April 2019 to 01st April, 2020 and it is declared that the same shall be binding on the Applicant Companies, namely, Prerna Infrastructures Private Limited and Aditya Timpack Private Limited and their Shareholders and Creditors, and all concerned under the Scheme - Petition is allowed.
Issues:
1. Dispensation of meetings of Equity Shareholders and Creditors 2. Compliance with directions for issuance of notices 3. Response to representations from Regional Director, Official Liquidator, and Income Tax Authorities 4. Modification of the appointed date in the Scheme of Amalgamation Analysis: 1. The Tribunal addressed the joint application by the Petitioner Companies seeking dispensation of meetings of Equity Shareholders and Creditors. The Tribunal, in its order dated 03rd July, 2020, dispensed with the said meetings for both applicant companies, except for the Unsecured Creditors of the Applicant Transferee Company, for which a meeting was directed to be convened. The Chairperson's report confirmed unanimous approval of the Scheme of Amalgamation by the Unsecured Creditors present at the meeting held on 10/08/2020. 2. The Petitioner Companies complied with the directions for issuance of notices as per the order dated 03rd July, 2020. Notices were served to relevant authorities, including the Central Government, Registrar of Companies, Income Tax Authorities, and Official Liquidator. Additionally, the notices of meetings were published in specified newspapers as directed by the Tribunal. 3. Responses were submitted by the Petitioner Companies to representations from the Regional Director, Official Liquidator, and Income Tax Authorities. The responses addressed various observations and requests for compliance with legal requirements, such as payment of fees, preservation of records, and statutory compliance. Notably, no representation was received from the Income Tax Authorities. 4. The appointed date in the Scheme of Amalgamation became a point of contention based on observations from the Regional Director. While the Tribunal found that the requirements of the Companies Act, 2013 were satisfied, it modified the appointed date from 01st April 2019 to 01st April 2020. The Scheme was sanctioned with this modification, binding the Applicant Companies and their stakeholders under the revised appointed date. In conclusion, the Tribunal allowed the petition, sanctioning the Scheme of Amalgamation with the appointed date modification and directing compliance with relevant rules for filing the order for confirmation. The order emphasized that the approval of the scheme did not impede competent authorities from taking action in case of law violations and quantified fees payable by the Applicant Transferee Company to the Regional Director and Official Liquidator.
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