2021 (9) TMI 169 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Sections 230 to 232 and other applicable provisions of the Companies Act. 2013 (for brevity 'The Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Various directions with respect to calling, convening and holding of the meetings of the Shareholders, Secured and Unsecured Creditors or dispensing with the same, are issued - directions with regard to issuance of notices also issued. The scheme is approved - application allowed.

Summary

Issues: Application under Sections 230 to 232 of Companies Act for Scheme of Amalgamation

Analysis:
1. The application was filed under Sections 230 to 232 and other relevant provisions of the Companies Act, 2013, along with the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016, for a Scheme of Amalgamation proposed among the applicant companies.

2. An Affidavit supporting the application was filed by the authorized representative of the applicant companies, confirming that the Scheme does not involve corporate debt restructuring as per Section 230(2) of the Act.

3. The application was deemed maintainable under Rule 3(2) of the Rules, with all applicant companies having registered offices within the jurisdiction of the Tribunal and Registrar of Companies, NCT, Delhi.

4. Regarding the Transferor Company No. 3, it was disclosed that the company has 3 equity shareholders, 1 Secured Creditor, and 1 Unsecured Creditor, all of whom provided consent for the Scheme through affidavits. The Unsecured Creditor, Scout Exim Private Limited, was struck off by ROC.

5. Concerning the Transferee Company, it was revealed that the company has 3 shareholders and no Secured Creditor, with 6 Unsecured Creditors, all of whom consented to the Scheme through affidavits, except for one shareholder, M/s. Scout Exim Private Limited, which was struck off by ROC.

6. The Tribunal entertained the application, considering the jurisdiction of the Registrar of Companies, NCT, Delhi, and the Tribunal over all applicant companies.

7. After reviewing the application and connected documents, the Tribunal proposed directions for calling, convening, and holding meetings of Shareholders, Secured and Unsecured Creditors or dispensing with the same for both Transferor and Transferee Companies.

8. The Tribunal dispensed with the meetings of shareholders and creditors of both applicant companies, as all necessary consents were obtained and due procedures followed.

9. The applicants were directed to serve notices of the proposed Scheme on various authorities, including the Regional Director, Ministry of Corporate Affairs, and Income Tax Department, providing sufficient details for proper communication.

10. The order was to be served to the concerned parties for compliance and further actions.