2021 (8) TMI 61 - Tri - Companies Law

Approval of scheme of amalgamation - seeking orders and directions with regard to separate meetings of shareholders and creditors in connection with the Scheme of Amalgamation - Section 230(1) read with Section 232(1) of the Companies Act, 2013 - HELD THAT - Directions regarding holding and convening of various meetings issued - directions regarding issuance of SCN also issued. The scheme is approved - application allowed.

Summary

Issues:
Application under Sections 230(1) and 232(1) of the Companies Act, 2013 for orders and directions regarding separate meetings of shareholders and creditors in connection with a Scheme of Amalgamation.

Analysis:
The judgment pertains to an application filed in the National Company Law Tribunal, Kolkata Bench, under Sections 230(1) and 232(1) of the Companies Act, 2013. The application sought orders and directions concerning separate meetings of shareholders and creditors in relation to a Scheme of Amalgamation involving three companies: NIRUPAMAA TRADELINK PRIVATE LIMITED (Transferor Company No. 1), UNICORN TRADECOM PRIVATE LIMITED (Transferor Company No. 2), and GRIHALAKSHMI TIE-UP PRIVATE LIMITED (Transferee Company). The proposed amalgamation was to be effective from 1st April, 2020, as per the terms and conditions outlined in the Scheme of Amalgamation.

The Counsel for the Applicants highlighted that the shares of the three companies involved were not listed. Each of the companies had a specific number of equity shareholders and unsecured creditors. All equity shareholders and unsecured creditors of the three companies had already given their consent to the Scheme through affidavits attached to the application. Consequently, the Applicants sought directions to dispense with the need for meetings of these classes of equity shareholders and unsecured creditors who had already provided their consent to the Scheme under Section 230(1) of the Companies Act, 2013.

Upon reviewing the records, documents, and submissions made by the Applicant Company, the Tribunal allowed the application. The Tribunal noted that all equity shareholders and unsecured creditors of the Applicant Companies had consented in writing to the proposed Scheme of Amalgamation through affidavits. Therefore, the requirement for convening and holding separate meetings to ascertain their consent was dispensed with. The Tribunal directed the Applicant Company to serve notices as per the statutory requirements to relevant authorities, including the Central Government, Regional Director, Registrar of Companies, Official Liquidator, Income Tax Department, and other sectoral regulators or authorities likely to be affected by the proposed scheme.

The judgment further instructed the Applicant Companies to file an affidavit of service to the Tribunal confirming compliance with the directions regarding the issuance of notices. The application, identified as Company Application CA (CAA) No. 32/KB/2021, was disposed of accordingly. The Registry was directed to promptly send an email copy of the order to all parties, including their counsel. Additionally, urgent certified copies of the order were to be provided to the parties upon completion of the necessary formalities. The order was signed on 13th July 2021.