2021 (6) TMI 524 - Tri - Companies Law

Approval of scheme of Amalgamation - section 230-232 of Companies Act - HELD THAT - Upon perusing the records and documents in the instant proceedings and considering the submissions made on behalf of the Petitioners, the instant petition is admitted and the next date of hearing is fixed on 20.05.2021. Various directions regarding holding and convening of various meetings issued - Various directions regarding issuance of notices for such meetings also issued - the scheme is approved - application allowed.

Summary

Issues:
1. Sanction of the Scheme of Amalgamation under Sections 230(6) and 232(3) of the Companies Act, 2013.
2. Directions regarding meetings of shareholders and creditors under Section 230(1) and Section 232(1) of the Act.
3. Admission of the petition for sanction of the Scheme.
4. Compliance with Section 230(5) of the Companies Act, 2013 and the previous order dated 07.01.2021.
5. Fixing the next date of hearing and requirements for notice of hearing.
6. Service of notice to Statutory/Sectoral Authorities.
7. Filing of an affidavit confirming compliance with directions.
8. Filing of rejoinder affidavit(s) dealing with objections/observations.

Analysis:

1. Sanction of the Scheme of Amalgamation: The Tribunal considered the petition filed under Sections 230(6) and 232(3) of the Companies Act, 2013 for the sanction of the Scheme of Amalgamation between two companies. The Scheme proposed the amalgamation of the Transferor Company with the Transferee Company from the Appointed Date, with specific terms and conditions outlined in the Scheme.

2. Directions regarding meetings of shareholders and creditors: In a previous order dated 07.01.2021, the Tribunal dispensed with the meetings of Equity Shareholders of both companies as they had given their consent through affidavits. It was noted that the Applicant Companies did not have any Secured Creditors/Unsecured Creditors, eliminating the need for meetings of such creditors.

3. Admission of the petition: The Learned Counsel for the Petitioners sought admission of the petition for the sanction of the Scheme. The Tribunal, after considering the submissions and perusing the records, admitted the petition and scheduled the next hearing date.

4. Compliance with Section 230(5) and previous order: The Petitioners had already served notice to the Statutory/Sectoral Authorities in compliance with Section 230(5) of the Companies Act, 2013 and the previous order. An affidavit proving service was filed, and no representations were received from the Authorities so far.

5. Fixing the next date of hearing and notice requirements: The Tribunal fixed the next date of hearing and directed the Petitioners to advertise the notice of hearing in specified newspapers. Additionally, another notice along with accompanying documents was to be served to the Statutory Authorities within a week, specifying the next hearing date and requirements for filing representations.

6. Service of notice to Statutory/Sectoral Authorities: The Tribunal directed the Petitioners to serve notice to the Statutory Authorities through specified means and in the prescribed format, ensuring compliance with the directions provided in the order.

7. Filing of affidavit confirming compliance: The Petitioners were instructed to file an affidavit confirming compliance with the directions of the Tribunal, three days before the next hearing date.

8. Filing of rejoinder affidavit(s): The Petitioners were also directed to file rejoinder affidavit(s) addressing any objections or observations raised by the Authorities, two days before the next hearing date, ensuring all necessary documentation and responses were in order for the proceedings.