2021 (8) TMI 624 - Tri - Companies Law

Scheme of Amalgamation - Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Act as well as Rules made there-under - HELD THAT - Directions regarding holding, convening and dispensation of various meetings issued - directions regarding issuance of notices also issued. The application is allowed.

Summary

Issues:
1. Dispensation of meetings of Shareholders, Secured Creditors, and Unsecured Creditors under Sections 230 to 232 of the Companies Act, 2013 for Scheme of Amalgamation.

Analysis:
The judgment pertains to an application filed by two Applicant Companies, Premier Solution Private Limited (Transferor Company) and D.J. Shah Investment Finance Private Limited (Transferee Company), seeking dispensation of meetings of Shareholders, Secured Creditors, and Unsecured Creditors in relation to a Scheme of Amalgamation. The application was filed under Sections 230 to 232 of the Companies Act, 2013, and the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016. The purpose was to amalgamate the Transferor Company into the Transferee Company with specified benefits to streamline shareholding, rationalize ownership, simplify corporate structure, and achieve operational efficiencies.

The Applicant - Transferor Company and Applicant - Transferee Company are both private limited companies with specific Authorized and Paid-up Share Capital structures. They are engaged in distinct business activities, and the Scheme of Amalgamation aimed at consolidating their operations for better management and unified control. The application included details of the companies' financial statements, management structure, and the rationale behind the proposed amalgamation to demonstrate compliance with legal requirements.

The application highlighted that both companies are under the same management, with the Transferor Company holding a significant percentage of shares in the Transferee Company. The Scheme of Amalgamation was approved by the Board of Directors of both companies, and relevant documentation such as Valuation Report, Board Resolutions, and certificates from Chartered Accountants were submitted to support the application.

The application detailed the shareholders and creditors of both companies, confirming the consent and no objection affidavits obtained from them regarding the proposed Scheme of Amalgamation. It was noted that there were no secured creditors in either company, and the meetings of Unsecured Creditors were also dispensed with based on their individual consent affidavits.

After considering the submissions and material on record, the Tribunal granted the following orders: dispensation of Shareholders' meetings, no requirement for Secured Creditors' meetings, and dispensation of Unsecured Creditors' meetings due to the provided consent affidavits. Additionally, directions were given for sending notices to relevant authorities in compliance with statutory provisions, and the application was allowed and disposed of accordingly.

Overall, the judgment reflects a comprehensive analysis of the legal requirements, financial aspects, and procedural compliance involved in seeking dispensation of meetings for a Scheme of Amalgamation under the Companies Act, 2013.