2021 (11) TMI 846 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Sections 230 and 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, and under Section 66 of the Companies Act - HELD THAT - Various directions with regard to holding, convening and dispensing of various meetings issued - directions with regard to issuance of various notices also issued. The scheme is approved - application allowed.

Summary

Issues:
Application for reduction of Share Capital under Sections 230 and 232 of the Companies Act, 2013, read with relevant Rules - Dispensing with meetings of shareholders and creditors for approval of Scheme of Amalgamation - Compliance with statutory requirements - Directions for Transferor and Transferee Companies.

Analysis:
The application jointly filed by the Applicant Companies seeks the reduction of Share Capital under Sections 230 and 232 of the Companies Act, 2013 for the subsequent amalgamation of the companies. The Scheme of Amalgamation has been presented, and the jurisdiction of the Bench in New Delhi is established as the registered offices of all companies are located there.

Regarding the Transferor Company, incorporated in 2007, details of its share capital and creditors are provided. The application requests dispensing with the meetings of shareholders and creditors, supported by relevant documents and the approval of the board of directors. Similar details are presented for the Transferee Company, incorporated in 2013, with requests for dispensing with respective meetings based on the consent obtained.

The board resolutions of all companies have unanimously approved the proposed Scheme of Amalgamation, and necessary financial statements and reports have been submitted. It is confirmed that no investigation proceedings are pending against any of the applicant companies under the Companies Act. The Scheme is stated to be beneficial to shareholders and creditors, with compliance confirmed by statutory auditors.

Specific directions are issued for both the Transferor and Transferee Companies regarding dispensing with meetings of equity shareholders, secured creditors, and unsecured creditors based on the consent obtained through affidavits. Additionally, requirements for serving notices on relevant authorities are outlined for compliance.

The order allows the application in the specified terms, emphasizing strict compliance with applicable laws and regulations. The parties involved are directed to adhere to the forms and formats prescribed in the Companies (Compromises, Arrangements, Amalgamations) Rules, 2016, and the Companies Act, 2013. The copy of the order is to be served to the concerned parties to ensure awareness and compliance with the directions issued.