2020 (12) TMI 1180 - Tri - Companies Law

Approval 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 regarding holding and convening of various meeting issued - various directions regarding issuance of various meetings issued. The scheme is approved - Application allowed.

Issues Involved:
1. Application under section 230-232 of Companies Act, 2013 for Scheme of Arrangement by way of Amalgamation.
2. Authorization of representatives and jurisdiction of the Tribunal.
3. Details of Transferor and Transferee Companies.
4. Approval of the Scheme by the Board of Directors.
5. Shareholders' consents and meetings.
6. Secured and Unsecured Creditors' consents and meetings.
7. Appointed date for the Scheme.
8. Directions for convening and holding meetings.
9. Appointment of Chairperson, Alternate Chairperson, and Observer.
10. Notice requirements and publication.
11. Voting and reporting of meeting results.
12. Serving notice to relevant authorities.

Detailed Analysis:

1. Application under section 230-232 of Companies Act, 2013 for Scheme of Arrangement by way of Amalgamation:
The application was jointly filed by PJS Energy Private Limited, Adidev Coal Private Limited, Goodbridge Construction Private Limited, Iskcon Industrial Consultancy Private Limited, S K Y Gases Private Limited, Iskcon Finance Company Private Limited, and AJ Energy Private Limited under section 230-232 of the Companies Act, 2013, and other applicable provisions, in relation to the Scheme of Arrangement by way of Amalgamation proposed between the applicants.

2. Authorization of representatives and jurisdiction of the Tribunal:
An affidavit in support of the application was sworn by Mr. Sanjeev Kumar, authorized by board resolutions dated 20.01.2020, representing all six Transferor Companies and the Transferee Company. The registered offices of all applicant companies are within the jurisdiction of the Registrar of Companies, NCT of New Delhi & Haryana, and thus, within the territorial jurisdiction of this Tribunal.

3. Details of Transferor and Transferee Companies:
The judgment provides detailed information about each Transferor and Transferee Company, including their incorporation details, registered office addresses, Authorized Share Capital, and Paid-Up Share Capital. For instance, Transferor Company No. 1, PJS Energy Private Limited, has an Authorized Share Capital of ?1,00,000/- and a Paid-Up Share Capital of ?1,00,000/-.

4. Approval of the Scheme by the Board of Directors:
The Board of Directors of all six Transferor Companies and the Transferee Company unanimously approved the proposed Scheme of Amalgamation, with copies of resolutions dated 20.01.2020 placed on record.

5. Shareholders' consents and meetings:
For each Transferor Company and the Transferee Company, details of shareholders' consents were provided, with certificates from Chartered Accountants certifying the list of shareholders. For example, Transferor Company No. 1 has four shareholders who have given their consents via affidavits. The necessity of convening meetings for shareholders was dispensed with due to these consents.

6. Secured and Unsecured Creditors' consents and meetings:
The judgment details the status of secured and unsecured creditors for each company. For instance, Transferor Company No. 1 has NIL Secured Creditors and thirty Unsecured Creditors. Meetings for unsecured creditors were directed to be convened for those companies where consents were not obtained. The meetings are to be held via video conferencing through CISCO Webex.

7. Appointed date for the Scheme:
The appointed date specified in the Scheme is 01st April, 2019, subject to the directions of the Tribunal.

8. Directions for convening and holding meetings:
The Tribunal issued specific directions for convening and holding meetings of shareholders and creditors or dispensing with the same. For example, for Transferor Company No. 1, the meeting of unsecured creditors is to be convened on 13.02.2021 at 10:00 A.M. via video conferencing, with a quorum of 10.

9. Appointment of Chairperson, Alternate Chairperson, and Observer:
The Tribunal appointed Ms. Deepa Krishan as Chairperson, Mr. Ishwar Chandra Mohapatra as Alternate Chairperson, and Mr. Harshit Pandey as Observer for all meetings. The consolidated fees for these appointments were also specified.

10. Notice requirements and publication:
Notices of the meetings must be sent by the applicant companies through registered post, courier, or email, 30 days in advance, along with the scheme of amalgamation, explanatory statement, proxy form, and other required documents. Additionally, advertisements must be published in "Business Standard" (English and Hindi editions) not less than 30 days before the meetings.

11. Voting and reporting of meeting results:
Voting on the proposed Scheme shall be allowed in person, and the Chairperson must report the meeting results within three days of the conclusion, detailing the voting outcomes.

12. Serving notice to relevant authorities:
Each applicant must serve notice of the application to the Central Government through the Regional Director (Northern Region), Registrar of Companies, NCT of Delhi & Haryana, Income Tax Department, Official Liquidator, and other relevant Sectoral Regulatory Authorities to ensure timely and proper responses.

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