2021 (6) TMI 275 - Tri - Companies Law

Approval of Scheme of Merger - seeking directions for convening, holding and conducting of the meeting of the Shareholders - Section 230-232 of the Companies Act, 2013, r/w Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Based on the prayers made by the Applicant Companies in the present Scheme of Merger, this Bench directs, in accordance to Section 230(5) of the Companies Act, 2013, to issue notices to the Regional Director (Northern Region), Ministry of Corporate Affairs, Income Tax Authorities, RoC concerned and the Official Liquidator. The authorities are directed to make objection/representations, if any within 30 days from the date of receipt of the notice. In the event that no objections or representations are made within the stipulated timeframe, it shall be presumed that they do not have any objections - The Applicant Companies are directed to place the notice on their website, if any, and also place the same on the notice board of the registered office of Companies. The Company Petition(s) shall be presented, on or before, 7 days from the date of filing the Chairman's Reports with the registry - Application disposed off.

Issues Involved:
1. Convening meetings of Equity Shareholders for each Transferor and Transferee Company.
2. Dispensation of meetings for Secured and Unsecured Creditors.
3. Issuance of notices to relevant authorities.
4. Objection/representation period for authorities.
5. Publication and private notices directives.
6. Presentation of Company Petitions.

Issue-wise Detailed Analysis:

1. Convening Meetings of Equity Shareholders:
The Applicant Companies filed for a Scheme of Merger under Sections 230-232 of the Companies Act, 2013. The Tribunal directed the convening of meetings for Equity Shareholders of each Transferor and Transferee Company. These meetings are scheduled to be held on 28th July 2021 through Video Conferencing. Notices for these meetings must be sent by Registered Post/Speed Post or Email to each shareholder at their last known address or email address, with a clear 30 days' notice prior to the meeting date. The quorum requirements and procedures for adjournment in case of an incomplete quorum were specified. Each meeting will be chaired by designated advocates, and a scrutinizer is appointed to file the Chairman's Report within 7 days of the meeting.

2. Dispensation of Meetings for Secured and Unsecured Creditors:
- Bagh Kothi Investment and Finance Private Limited: No Secured and Unsecured Creditors, hence no meeting required.
- Blue Bell Finance Limited: No Secured Creditors. For Unsecured Creditors, the consent affidavit from 100% in terms of value allows for dispensation of the meeting.
- Danveer Investments Private Limited: No Secured and Unsecured Creditors, hence no meeting required.
- GPN Associates Private Limited: No Secured Creditors. For Unsecured Creditors, the consent affidavit from 100% in terms of value allows for dispensation of the meeting.
- Nandi Mercantiles Private Limited: No Secured Creditors. For Unsecured Creditors, the consent affidavit from 100% in terms of value allows for dispensation of the meeting.
- Star Infovision Private Limited (Transferee Company): No Secured Creditors. For Unsecured Creditors, the consent affidavit from 100% in terms of value allows for dispensation of the meeting.

3. Issuance of Notices to Relevant Authorities:
The Tribunal directed the issuance of notices to the Regional Director (Northern Region), Ministry of Corporate Affairs, Income Tax Authorities, Registrar of Companies (RoC), and the Official Liquidator as per Section 230(5) of the Companies Act, 2013.

4. Objection/Representation Period for Authorities:
Authorities are given 30 days from the receipt of the notice to make any objections or representations. If no objections or representations are made within this timeframe, it will be presumed that they have no objections.

5. Publication and Private Notices Directives:
The Applicant Companies must place the notice on their website, if available, and on the notice board of their registered office. Additionally, private notices must be sent to authorities by speed post, and proof of service along with paper publication must be filed by affidavit before the next hearing.

6. Presentation of Company Petitions:
The Company Petitions must be presented within 7 days from the date of filing the Chairman's Reports with the registry. The Application stands disposed of accordingly.

Conclusion:
The Tribunal provided detailed directions for convening meetings of Equity Shareholders, dispensation of meetings for Secured and Unsecured Creditors, issuance of notices to relevant authorities, and the procedural requirements for objections and representations. The Applicant Companies are required to comply with these directives and present the Company Petitions within the stipulated timeframe.

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