2021 (9) TMI 171 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Section 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 - HELD THAT - Various directions with regard to holding, convening and dispensing with various meetings issued - directions with regard to issuance of notices also issued. The scheme is approved - application allowed.

Summary

Issues:
1. Scheme of Amalgamation proposed under Sections 230 to 232 of the Companies Act, 2013.
2. Details of the Transferee and Transferor Companies involved in the merger.
3. Approval and unanimous resolution by the Board of Directors for the Scheme.
4. Benefits and objectives of the proposed Scheme.
5. Shareholders' written consent and waiver of shareholder meetings.
6. Absence of Secured or Unsecured Creditors in the Applicant Companies.
7. Certification of assets sufficiency and absence of adverse effects on creditors' rights.
8. Absence of pending proceedings against the Applicant Companies.
9. Disposal of the Company Application and issuance of necessary directions.

Analysis:

1. The judgment pertains to the approval of a Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013. The Board of Directors of the Applicant Companies proposed the merger of Yezdi Decor Private Limited and De Gros International Limited into Krantz Hermitage Private Limited, with the appointed date being 01.04.2020.

2. Detailed information about the Transferee Company, Krantz Hermitage Private Limited, and the two Transferor Companies, Yezdi Decor Private Limited and De Gros International Limited, was provided. The main objects of each company, their share capital, and business activities were outlined to establish their eligibility for amalgamation.

3. The judgment highlighted the approval of the Scheme by the Board of Directors of the Applicant Companies through a unanimous resolution. The Scheme aimed at integrating business activities, improving efficiency, and streamlining administration for future growth and diversification.

4. Various benefits and objectives of the proposed Scheme were discussed, including economies of scale, reduction in overheads, better resource utilization, and optimization of productivity. The Scheme was expected to facilitate growth, development, and rationalization of management and finances for all companies involved.

5. The judgment emphasized the shareholders' written consent to the Scheme of Amalgamation, leading to the waiver of shareholder meetings. Affidavits confirming shareholders' agreement were submitted along with the application.

6. It was noted that there were no Secured or Unsecured Creditors in the Applicant Companies, as certified by the respective Auditors. The assets of the companies were deemed sufficient to meet their liabilities without adversely affecting creditors' rights.

7. The absence of pending proceedings under relevant sections of the Companies Act, 1956 and 2013 against the Applicant Companies was highlighted, along with the disclosure that no prior applications regarding the matter were filed before any other authority.

8. The judgment concluded by disposing of the Company Application and issuing directions for serving notices, filing representations, and complying with necessary provisions of the Companies Act, 2013. The Registry was directed to send copies of the order to all parties involved, and certified copies were to be issued upon compliance with formalities.