2021 (12) TMI 1020 - Tri - Companies Law

Sanction of Scheme of Amalgamation - section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Various directions with regard to holding, convening and dispensing with various meetings issued - directions with regard to issuance of various notices also issued. The scheme is approved - application allowed.

Summary

Issues involved:
Application for Scheme of Amalgamation under sections 230-232 of Companies Act, 2013 - Relief sought by Applicant Companies - Compliance with Companies Act provisions - Approval of proposed Scheme by Board of Directors - Examination by Statutory Auditors - Directions for convening meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors - Quorum for meetings - Appointment of Chairperson and Scrutinizer - Mode of conducting meetings - Issuance of notices and publication of advertisements - Compliance with legal requirements.

Analysis:
The judgment pertains to an application filed by a Transferor Company and a Transferee Company for a Scheme of Amalgamation under sections 230-232 of the Companies Act, 2013. The Applicant Companies sought various reliefs related to dispensation with holding meetings for Equity Shareholders and Secured Creditors, and directions for convening meetings of Unsecured Creditors. The Board of Directors of both companies unanimously approved the proposed Scheme, and the Statutory Auditors certified compliance with accounting standards. The Tribunal reviewed the application, documents, and the proposed Scheme.

Regarding the Transferor Company, the judgment specified the number of Equity Shareholders, Secured Debenture Holders, and Unsecured Creditors, along with the consents obtained and the dispensation with holding meetings for some categories. For the Transferee Company, similar details were provided, including the number of Equity Shareholders, Secured Creditor, and Unsecured Creditors, with dispensation granted for certain meetings. The judgment outlined the Authorized Share Capital, Issued Capital, and Registered office addresses of both companies, along with their Memorandum and Articles of Association and last available Audited Annual Accounts.

The judgment issued specific directions for convening meetings of Unsecured Creditors for both the Transferor and Transferee Companies, including the date, time, and venue. It also addressed the quorum requirements, appointment of Chairperson and Scrutinizer, mode of conducting meetings, issuance of notices, and publication of advertisements. Compliance with legal requirements, including forms and formats under the Companies Act, 2013, was emphasized. The judgment concluded by allowing the applications on the specified terms, ensuring strict compliance with the directions provided.

In summary, the judgment comprehensively analyzed the application for a Scheme of Amalgamation, considered the approvals obtained, reviewed the financial details of the companies, and issued detailed directions for convening meetings of various stakeholders, emphasizing strict compliance with legal provisions for the proposed Scheme.