2021 (8) TMI 62 - Tri - Companies Law

Approval of Scheme of Amalgamation - section 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 - The Board of Directors of the Applicant Company vide meeting held on 21st December 2020 has unanimously approved the proposed Scheme as contemplated above and copies of resolutions passed thereon have been placed on record by the Transferor company - The Appointed date as specified in the Scheme is 1st April 2020, subject to the directions of this Tribunal. The Statutory Auditors of the Transferor Company have examined the Scheme in terms of provisions of Sec. 232 of Companies Act, 2013 and the rules made thereunder and certified that the Accounting Standards are in compliance with Section 133 of the Companies Act, 2013. The scheme is approved subject to directions issued - application allowed.

Issues:
- Application under sections 230-232 of Companies Act, 2013 for Scheme of Amalgamation
- Reliefs sought by Applicant Companies
- Details of Equity Shareholders, Secured Creditors, and Unsecured Creditors for Transferor and Transferee Companies
- Examination of Scheme by Statutory Auditors
- Directions proposed by the Tribunal

Analysis:
1. Application under sections 230-232 of Companies Act, 2013 for Scheme of Amalgamation:
The judgment pertains to a joint application filed by two companies under sections 230-232 of the Companies Act, 2013, and other relevant provisions, for a Scheme of Amalgamation. The Applicant Companies are M/s. Electralloy Special Steel Castings Private Limited (Transferor Company) and M/s. Amsteel Castings Private Limited (Transferee Company).

2. Reliefs sought by Applicant Companies:
The Applicant Companies sought various reliefs, including dispensation with meetings for Equity Shareholders, Secured Creditors, and Unsecured Creditors for both Transferor and Transferee Companies. The application was supported by affidavits from authorized signatories of the companies.

3. Details of Equity Shareholders, Secured Creditors, and Unsecured Creditors:
Detailed information was provided regarding the Equity Shareholders, Secured Creditors, and Unsecured Creditors for both Transferor and Transferee Companies. Consent affidavits were obtained from shareholders and creditors, meeting the prescribed thresholds under Section 230 of the Companies Act, 2013, to dispense with the need for holding meetings.

4. Examination of Scheme by Statutory Auditors:
The Statutory Auditors of the Transferor Company examined the Scheme as per the provisions of Sec. 232 of the Companies Act, 2013, and certified compliance with Accounting Standards under Section 133 of the Act. The certificate issued by the Statutory Auditors was submitted along with the application.

5. Directions proposed by the Tribunal:
After considering the application, documents filed, and the legal position, the Tribunal proposed specific directions for both the Transferor and Transferee Companies. These directions included dispensation with the need for holding meetings for Equity Shareholders, Secured Creditors, and Unsecured Creditors based on the consents obtained and compliance with the provisions of the Companies Act, 2013.

In conclusion, the Tribunal allowed the application and directed the Applicant Company to submit the Company Petition(s) within seven days from the date of the order. The judgment provides a detailed analysis of the application, compliance with legal requirements, and the proposed directions for the Scheme of Amalgamation between the two companies.

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