2021 (1) TMI 986 - Tri - Companies Law

Scheme of amalgamation - seeking dispensation of meetings of the Equity Shareholders of the Applicant Companies, meetings of unsecured creditors of Transferor No.3 and Transferee - Applicant Companies - seeking dispensation of secured creditor of the Transferee pursuant to the receipt of the individual consent affidavits consenting to the scheme - seeking waiver of right to attend the meeting of equity shareholders and unsecured creditors and consent of the secured creditor, for the purpose of considering and if thought fit, approving, with or without modification - sections 230 to 232 of the Companies Act, 2013 - HELD THAT - The Applicant Companies shall in compliance with subsection (5) of section 230 and Rule 8 of the Companies (CAA) Rules, 2016, send a notice of meetings under subsection (3) of section 230 read with Rule 6 of the Companies (CAA) Rules, 2016 in Form No. CAA.3, along with a copy of the Scheme of Amalgamation, explanatory statement and the disclosures mentioned under Rule 6, wherever applicable, to (i) Central Government through the Regional Director, North Western Region, (ii) Registrar of Companies, (iii) concerned Income Tax Authorities, and (iv) the Official Liquidator (in case of First Applicant Company, the Transferor Company) stating that the representations, if any, to be made by them shall be made within a period of 30 days from the date of receipt of such notice, failing which it shall be presumed that they have no objection to make on the proposed Scheme of Amalgamation. The aforesaid statutory authorities, who desire to make any representation under sub-section (5) of section 230 shall send the same to this Tribunal within a period of 30 days from the date of receipt of such notice, failing which it shall be deemed that they have no representation to make on the proposed Composite Scheme of Arrangement. Considering the consent affidavits as received from the equity shareholders, unsecured creditors of the Transferor No.2 and Transferee and secured creditor's consent of the Transferee and upon waiving their individual rights for attending the meeting for considering and if thought fit with or without modification the scheme of amalgamation and considering the certificate of Chartered Accountant and all the consents are in order and hence the meeting of the equity shareholders of all the Companies are dispensed with. Application allowed.

Issues Involved:
1. Dispensation of meetings of equity shareholders and unsecured creditors.
2. Compliance with statutory requirements for the Scheme of Amalgamation.
3. Accounting treatment and regulatory compliance.
4. Consent of equity shareholders, unsecured creditors, and secured creditors.
5. Notifications to statutory authorities.

Issue-wise Detailed Analysis:

1. Dispensation of Meetings of Equity Shareholders and Unsecured Creditors:
The application sought the dispensation of meetings of the equity shareholders and unsecured creditors of the applicant companies. The Tribunal noted that all equity shareholders of the First, Second, Third, and Fourth Applicant Companies had provided written consent for the Scheme of Amalgamation, waiving their right to convene and hold meetings. The consent affidavits were duly submitted, leading to the dispensation of these meetings. Additionally, the unsecured creditors of the Second and Fourth Applicant Companies also provided consent, leading to the dispensation of their meetings as well.

2. Compliance with Statutory Requirements for the Scheme of Amalgamation:
The application was filed under Sections 230 to 232 of the Companies Act, 2013. The Tribunal noted that the registered offices of the applicant companies were situated in Gujarat, falling under its jurisdiction. The Scheme of Amalgamation aimed to transfer the entire business, assets, and liabilities of the transferor companies to the transferee company, effective from the appointed date mentioned in the Scheme. The Tribunal confirmed that the Scheme was in compliance with the provisions of the Companies Act, 2013.

3. Accounting Treatment and Regulatory Compliance:
The applicant companies stated that the accounting treatment specified in the Scheme of Amalgamation conformed to the Accounting Standards prescribed by the Central Government under Section 133 of the Companies Act, 2013. Certificates from the auditors confirming this compliance were submitted. Furthermore, it was stated that no investigation or proceedings under the Companies Act, 1956/2013 were pending against the applicant companies, and no winding-up petitions were pending.

4. Consent of Equity Shareholders, Unsecured Creditors, and Secured Creditors:
The Tribunal reviewed the consent affidavits from the equity shareholders and unsecured creditors. The First, Second, Third, and Fourth Applicant Companies had obtained written consent from all their equity shareholders. The Second Applicant Company had one unsecured creditor who consented to the Scheme, while the Fourth Applicant Company had 106 unsecured creditors, with 91.14% in value approving the Scheme. The Fourth Applicant Company also had one secured creditor who provided consent. These consents led to the dispensation of meetings for considering the Scheme.

5. Notifications to Statutory Authorities:
The applicant companies were directed to send notices of the meetings, along with the Scheme of Amalgamation, explanatory statement, and disclosures, to the Central Government, Registrar of Companies, concerned Income Tax Authorities, and the Official Liquidator. These authorities were given 30 days to make any representations, failing which it would be presumed they had no objections.

Conclusion:
Considering the consent affidavits from equity shareholders, unsecured creditors, and the secured creditor, and the compliance with statutory requirements, the Tribunal allowed the application and dispensed with the meetings of equity shareholders and unsecured creditors. The Company Application was allowed and disposed of accordingly.

← Previous Next →