2021 (11) TMI 252 - Tri - Companies Law

Approval of Scheme of Arrangement by way of amalgamation - Section 230-32 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - The directions with respect to calling, convening and holding of the meeting of Equity Shareholders, Secured Creditors and Unsecured Creditors or dispensing with the same as well as issue of notices including by way of paper publication are issued. The scheme is approved - application allowed.

Summary

Issues: Application under Section 230-232 of the Companies Act, 2013 for Scheme of Arrangement by way of amalgamation between Konark Irrigation Private Limited and Konark Polytubes Private Limited.

Analysis:
1. Application Details: The application was jointly filed by Konark Irrigation Private Limited (Transferor Company) and Konark Polytubes Private Limited (Transferee Company) under Section 230-232 of the Companies Act, 2013 for a Scheme of Arrangement by way of amalgamation.

2. Company Information: Transferor Company was incorporated on 14.05.2015 with authorized capital of ?8,00,00,000 divided into 80,00,000 equity shares of ?10 each. Transferee Company was incorporated on 16.01.1996 with authorized capital of ?4,00,00,000 divided into 4,00,000 equity shares of ?100 each.

3. Board Approval: The Board of Directors of both companies unanimously approved the proposed scheme of amalgamation. Board resolutions dated 30.06.2021 were passed in this regard.

4. Financial Details: Both companies submitted their Memoranda, Articles of Association, audited balance sheets for the year ending 31.03.2021, and provisional balance sheets for the period ending 30.06.2021.

5. Shareholders and Creditors: Transferor Company had 46 equity shareholders, one secured creditor, and 15 unsecured creditors. Transferee Company had 21 equity shareholders, one secured creditor, and 56 unsecured creditors. All shareholders and creditors provided consents via affidavits.

6. Dispensing with Meetings: Due to 100% consent from all equity shareholders, secured creditors, and unsecured creditors of both companies, the Tribunal dispensed with the need to convene meetings for these stakeholders.

7. Direction by Tribunal: The Tribunal issued directions regarding the calling, convening, and holding of meetings for equity shareholders, secured creditors, and unsecured creditors, or dispensing with the same based on the consent affidavits provided by the stakeholders.

8. Decision: The Tribunal allowed and disposed of the application in accordance with the directions issued regarding the Scheme of Arrangement by way of amalgamation between Konark Irrigation Private Limited and Konark Polytubes Private Limited.