2021 (12) TMI 1112 - Tri - Companies Law

Sanction of Composite Scheme of Amalgamation - Section 230-232 with other applicable provisions of the Companies Act, 2013 and read with of the Companies (Compromise, Arrangement, 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 notices also issued. The scheme is approved - application allowed.

Summary

Issues:
Application under Sections 230-232 of the Companies Act, 2013 for a Composite Scheme of Amalgamation between two companies.

Analysis:
The joint application filed under Sections 230-232 of the Companies Act, 2013 proposes a Composite Scheme of Amalgamation between a Transferor Company and a Transferee Company along with their respective Shareholders and Creditors. The Transferor Company is engaged in the business of manufacturing laboratory equipment, orthopedic appliances, and more, while the Transferee Company manufactures medical appliances and provides related services. Both companies have authorized representatives and registered offices within the jurisdiction of the Ahmedabad Registrar of Companies. The Transferor Company's authorized share capital is ?50,00,000 divided into 50,000 equity shares, while the Transferee Company's authorized share capital is ?10,50,00,000 divided into 1,05,00,000 equity shares.

The application includes details of the companies' Memoranda and Articles of Association, financial statements, and valuation reports. Both companies are not listed entities, and regulatory approvals like SEBI and Competition Commission of India are not applicable. The proposed scheme has been unanimously approved by the board of directors of both companies. Certificates from the Statutory Auditor under Section 133 of the Companies Act, 2013, have been submitted, and there are no pending investigations or proceedings against the companies under the Companies Act, 1956/2013.

Regarding the Transferor Company, details about equity shareholders, secured creditor, and unsecured creditors are provided, along with their consents for the scheme. Similar information is outlined for the Transferee Company, including equity shareholders and a secured creditor. Notably, the Transferee Company has no unsecured creditors. The Tribunal dispensed with the need for meetings of equity shareholders, secured creditors, and unsecured creditors for both companies based on the consents received.

In compliance with Section 230(5) of the Act and Rule 8 of the CAA Rules, the applicants are directed to serve notices of the joint application to various authorities, including the Central Government, Registrar of Companies, Income Tax Department, and others. The Tribunal allowed and disposed of the application based on the provided directions, facilitating the proposed amalgamation between the two companies.