2021 (7) TMI 241 - Tri - Companies Law

Approval of Scheme of Arrangement by way 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 - Various directions with respect to convening/holding or dispensing with the meetings of the Equity Shareholders, Secured and Unsecured Creditors is issued - various directions regarding issuance of various notices also issued. The scheme is approved - Application allowed.

Summary

Issues:
Application for Scheme of Arrangement by way of Amalgamation under Sections 230-232 of Companies Act, 2013.

Analysis:
The judgment pertains to a joint application by multiple applicant companies for a Scheme of Arrangement by way of Amalgamation under Sections 230-232 of the Companies Act, 2013. The application involves Transferor Company No. 1, Transferor Company No. 2, and the Transferee Company. The Transferor Company No. 1 and Transferor Company No. 2 are private limited companies with specific details regarding their incorporation dates, authorized share capital, issued capital, and registered offices. The Transferee Company, also a private limited company, has its own distinct details of incorporation, share capital, and registered office. All applicant companies have submitted their Memoranda, Articles of Association, and last Audited Annual Accounts for the relevant financial years. The proposed Scheme of Amalgamation has been approved unanimously by the Board of Directors of all applicant companies in meetings held on 01.02.2021.

Regarding the specifics of each company, Transferor Company No. 1 has 2 equity shareholders and nil secured or unsecured creditors. All equity shareholders have provided consent through affidavits, eliminating the need for a shareholder meeting. Transferor Company No. 2 has 5 equity shareholders and no secured or unsecured creditors. Similar to Transferor Company No. 1, all equity shareholders have given their consent through affidavits, removing the requirement for a shareholder meeting. The Transferee Company has 3 equity shareholders, 1 secured creditor, and 28 unsecured creditors. All equity shareholders and the secured creditor have provided consent through affidavits, while 27 out of 28 unsecured creditors have also given their consent. Consequently, the need for meetings of equity shareholders, secured creditors, and unsecured creditors is dispensed with based on the provided consent affidavits.

The appointed date for the Scheme is specified as 1st April 2020, subject to the directions of the Tribunal. After considering the submissions and documents on record, the Tribunal issues directions for convening/holding or dispensing with meetings of equity shareholders, secured creditors, and unsecured creditors for each company involved. The judgment details the specific directions for each company, emphasizing the dispensation of meetings due to the unanimous consents received from all relevant stakeholders. The application is allowed on the terms specified, and the matter is disposed of accordingly.