2021 (1) TMI 983 - Tri - Companies Law

Approval of scheme of Amalgamation - seeking directions for convening meetings of equity shareholders and unsecured creditors of Transferor Company - seeking directions to dispense with the meeting of equity shareholders and to order convening meetings of Secured and unsecured creditors of Transferee Company - HELD THAT - This is the first stage Application seeking convening meetings of Shareholders and Unsecured Creditors of Transferor Company and further requesting for dispensation of meeting of Shareholders and convening meetings of Secured and Unsecured Creditors of Transferee Company as all the shareholders have given their consent in the form of sworn Affidavits. The proposed scheme in question prima facie satisfy fundamental requirements for its sanction, subject to approval of this Tribunal. The Applicant Companies are stated to be following all provisions of Companies Act, 2013, and rules made thereunder. In any case, dispensing with meeting of shareholders of Transferee Company would not deprive any aggrieved party to approach this Tribunal at any point of time, when the approval of scheme in question finally comes for consideration. Therefore, the Joint Company application deserves to be allowed. Application allowed - various directions issued regarding holding and convening of various meetings and also directions regarding issuance of various notices, issued.

Issues Involved:
1. Convening of meetings for equity shareholders and unsecured creditors of the Transferor Company.
2. Dispensation of the meeting for equity shareholders and convening meetings of secured and unsecured creditors of the Transferee Company.
3. Approval of the Scheme of Amalgamation.
4. Compliance with statutory requirements and procedural directions.

Issue-wise Detailed Analysis:

1. Convening of Meetings for Equity Shareholders and Unsecured Creditors of the Transferor Company:
The Tribunal considered the joint application under Sections 230 to 232, read with Section 66 of the Companies Act, 2013, filed by the Transferor Company (Millenial Business Park Private Limited) and the Transferee Company (TSI Business Parks (Hyderabad) Private Limited). The application sought to convene meetings of equity shareholders and unsecured creditors of the Transferor Company. The Tribunal ordered the convening of these meetings, appointing Ms. Niharika Agarwal as Chairperson and Ms. Madhavi Choudary as Scrutinizer. The meetings were scheduled for 9th October 2020, with specific quorum requirements set for shareholders and unsecured creditors.

2. Dispensation of the Meeting for Equity Shareholders and Convening Meetings of Secured and Unsecured Creditors of the Transferee Company:
The Tribunal dispensed with the meeting of equity shareholders of the Transferee Company since all shareholders had given their consent via sworn affidavits. However, it ordered the convening of meetings for secured and unsecured creditors of the Transferee Company, appointing Ms. V. Sheila Villadath as Chairperson and Ms. Rishika Kumar as Scrutinizer. These meetings were also scheduled for 9th October 2020, with specific quorum requirements for secured and unsecured creditors.

3. Approval of the Scheme of Amalgamation:
The Tribunal reviewed the proposed Scheme of Amalgamation, which aimed to consolidate businesses, ensuring efficient capital utilization, operational synergies, and cost reductions. The Transferor Company, holding the entire share capital of the Transferee Company, proposed the issuance of 10,000 fully paid-up equity shares of ?10 each of the Transferee Company to the equity shareholders of the Transferor Company. The Tribunal found the scheme prima facie satisfying fundamental requirements for its sanction, subject to final approval.

4. Compliance with Statutory Requirements and Procedural Directions:
The Tribunal directed the Applicant Companies to comply with various statutory requirements, including serving notices to shareholders, secured and unsecured creditors, and relevant authorities such as the Regional Director, Registrar of Companies, and Income Tax Authority. Notices were also to be published in specified newspapers. The Chairpersons were given powers to handle procedural questions and were required to file affidavits confirming compliance with these directions. Voting at the meetings was to be conducted through e-voting, in person, by proxy, or by authorized representatives.

Conclusion:
The Tribunal allowed the joint company application, directing the convening of necessary meetings and compliance with statutory and procedural requirements to proceed with the proposed Scheme of Amalgamation.

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