2021 (6) TMI 323 - Tri - Companies Law

Approval of Scheme of Amalgamation - Sections 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 - Necessary directions regarding holding and convening of various meetings is issued - directions regarding issuance of various notices to be issued. The scheme is approved - application allowed.

Summary

Issues:
Application under Sections 230-232 of Companies Act, 2013 for Scheme of Amalgamation - Dispensation of meetings for shareholders and creditors - Approval of Scheme - Compliance with Companies Act, 2013.

Analysis:
The judgment involves applications by two companies, a Transferor Company and a Transferee Company, under Sections 230-232 of the Companies Act, 2013, for a Scheme of Amalgamation. The Transferor Company sought dispensation of meetings for Equity Shareholders, Preference Shareholders, Secured Creditors, and Unsecured Loan Creditors, along with service of notice to Statutory Authorities. The Transferee Company similarly sought dispensation for Equity Shareholders and Unsecured Loan Creditors. Affidavits supporting the applications were filed, and it was noted that the Registered offices of both companies fall within the jurisdiction of the Tribunal.

In detail, the Transferor Company had two Equity Shareholders and one Preference Shareholder, with consents obtained for dispensation of meetings. The Transferee Company had two Equity Shareholders, NIL Secured Creditors, and two Unsecured Creditors, with consents obtained for dispensation. Both companies had their Memorandum and Articles of Association submitted, along with financial statements and resolutions approving the Scheme by their respective Boards of Directors.

The judgment also highlighted the Authorized and Paid-up Capital of both companies, their incorporation details, and the Appointed date specified in the Scheme. The Statutory Auditors certified compliance with Accounting Standards, and the Tribunal proposed directions for dispensation of meetings based on representations made by the companies regarding shareholders and creditors.

Specifically, the judgment dispensed with the need for meetings for Equity Shareholders, Preference Shareholders, Secured Creditors, and Unsecured Creditors based on consents obtained and representations made by the companies. Notices were directed to be sent to relevant authorities, and the companies were instructed to submit the Company Petitions within seven days. Ultimately, the applications were allowed, subject to the specified directions and compliance with the Companies Act, 2013 and related Rules.