2021 (9) TMI 254 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Section 230 to 232 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:
Application under Sections 230 to 232 of the Companies Act, 2013 for orders and directions regarding meetings of shareholders and creditors in connection with a Scheme of Amalgamation.

Detailed Analysis:

1. Scheme of Amalgamation: The application sought orders and directions for the Scheme of Amalgamation involving the merger of three Transferor Companies into a Transferee Company. The purpose was to integrate activities, improve business efficiency, streamline administration, and promote future growth and diversification. The Scheme aimed at achieving economies of scale, reducing overheads, enhancing resource utilization, and optimizing productivity.

2. Company Details: Detailed information about the Transferee Company and each Transferor Company was provided, including their incorporation dates, share capital structure, main objects, and current business activities. The Memorandum and Articles of Association, along with the Annual Report for the year ended 31.03.2020, were annexed with the application.

3. Shareholder Consent: Shareholders of the Applicant Companies had consented in writing to the Scheme of Amalgamation and waived the need for a formal meeting. Affidavits confirming shareholder consent were submitted as Annexure "A-10".

4. Creditor Status: The application stated 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 all liabilities without adversely affecting any creditor rights.

5. Compliance and Representations: The Scheme was found compliant with the Companies Act, 2013, and no proceedings were pending against the Applicant Companies under relevant sections. The Tribunal ordered the Applicant Companies to serve notices to relevant authorities, including the Central Government, Regional Director, Registrar of Companies, Assessing Officer, and sectoral regulators, allowing them to file representations within 30 days.

6. Tribunal Orders: Based on the submissions and records, the Tribunal made several orders, including dispensing with shareholder meetings due to unanimous consent, dispensing with creditor meetings, and directing the service of notices to concerned authorities. The Tribunal disposed of the Company Application accordingly, with directions for compliance and issuance of a certified copy of the Order upon formalities completion.

7. Conclusion: The judgment approved the Scheme of Amalgamation, highlighting the importance of shareholder consent, creditor status, compliance with legal provisions, and the need for serving notices to relevant authorities for representations. The detailed analysis covered various aspects of the application, ensuring a comprehensive understanding of the Tribunal's decision.

This detailed analysis summarizes the key points and legal aspects of the judgment delivered by the National Company Law Tribunal, Kolkata Bench, regarding the Scheme of Amalgamation involving multiple companies under the Companies Act, 2013.