2021 (8) TMI 1056 - 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 regrding issuance of notices also issued. The scheme is approved - application allowed.

Summary

Issues:
1. Scheme of Amalgamation under Sections 230(1) and 232(1) of the Companies Act, 2013.
2. Consent of shareholders and creditors for the Scheme.
3. Dispensing with meetings of shareholders and creditors.
4. Notice requirements under Section 230(5) of the Companies Act, 2013.

Analysis:
1. The judgment pertains to an application filed for orders and directions regarding a Scheme of Amalgamation involving three companies. The Scheme aims to merge two transferor companies with a transferee company from a specified date, as per the terms outlined in the Scheme.
2. The applicants have various classes of shareholders and creditors across the three companies. The consent of equity shareholders, secured creditors, and unsecured creditors has been obtained through affidavits, with detailed percentages provided for each category.
3. The tribunal, after reviewing the submissions and documents, allowed the application and dispensed with the need for meetings of equity shareholders, secured creditors of one applicant, and unsecured creditors of the same applicant due to the already obtained consents. Meetings for other creditors were deemed unnecessary based on the verified information.
4. The judgment also outlines the notice requirements under Section 230(5) of the Companies Act, 2013. Specific authorities, including the Regional Director, Registrar of Companies, Official Liquidator, and Income Tax Department, are to be served notices along with the relevant documents within a specified timeframe, with provisions for representations to be filed within 30 days.
5. The applicants are directed to file an affidavit proving the service of notices and compliance with all directions. The application is disposed of accordingly, with instructions for the provision of an urgent certified copy of the order upon request and compliance with formalities.