2021 (8) TMI 1055 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Section 230(1) read with Section 232(1) of the Companies Act, 2013 - HELD THAT - Various directions regarding holding, convening and dispensation of various meetings issued - directions regarding issuance of notices also issued. The scheme is approved - application allowed.

Issues:
1. Modification in Scheme due to change in status of Applicant No. 1
2. Consent from Secured Creditors and deletion of certain prayers in the Company Application
3. Listing status of shares of Applicant No. 1
4. Classes of shareholders and creditors for both Applicant Companies
5. Consent received from Equity Shareholders, Secured Creditors, and Unsecured Creditors
6. Dispensing with the meetings of various stakeholders
7. Notice under Section 230(5) of the Companies Act, 2013
8. Compliance and directions for serving notices and filing affidavits
9. Disposal of Company Applications and deletion of specific prayers

Analysis:

1. The application sought orders and directions under Sections 230(1) and 232(1) of the Companies Act, 2013 for the Scheme of Amalgamation between two companies. The modification was requested due to a change in the status of Applicant No. 1 from PRIVATE LIMITED to PUBLIC LIMITED post the Scheme's approval by the Board.

2. Another application was filed for consent received from Secured Creditors after the initial Company Application, leading to the deletion of specific prayers. The shares of Applicant No. 1 were confirmed not to be listed on any stock exchange.

3. The Applicant Companies had various classes of shareholders and creditors, with details provided for Equity Shareholders, Preference Shareholders, Secured Creditors, and Unsecured Creditors for both companies.

4. Consents were obtained from Equity Shareholders, Secured Creditors, and Unsecured Creditors of both Applicant Companies, with percentages and details specified in the submissions made to the Tribunal.

5. The Tribunal allowed the application, dispensing with the meetings of Equity Shareholders, Unsecured Creditors of both companies, and Secured Creditors of Applicant No. 1 due to specific circumstances and consents received.

6. Directions were given for serving notices under Section 230(5) of the Companies Act, 2013 to relevant authorities, including the Regional Director, Registrar of Companies, Official Liquidator, and Income Tax Department, within a specified timeframe.

7. Compliance requirements were outlined, including filing an affidavit proving service of notices and directions, along with the need to annex the modified Scheme to the notices served on Regulatory Authorities.

8. The Tribunal disposed of the Company Applications, allowed the modifications, and deleted specific prayers as requested by the Applicants, ensuring compliance with the legal procedures and formalities.

9. An urgent certified copy of the order was to be provided to the parties upon application, subject to fulfilling all necessary formalities, concluding the judgment and the actions to be taken by the Applicant Companies.

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