2022 (1) TMI 672 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Section 230-232 of Companies Act, 2013 - HELD THAT - Various directions with regard to holding, convening and dispensing with various meetings issued - directions with reagrd to issuance of various notices also issued. The scheme is approved - application allowed.

Issues Involved:
1. Dispensation of meetings for Equity Shareholders and Creditors.
2. Rationale and benefits of the Scheme of Amalgamation.
3. Compliance with statutory requirements and filing of financial statements.
4. Appointment of Chairperson, Alternate Chairperson, and Scrutinizer for meetings.
5. Directions for the conduct of meetings and notifications.

Issue-wise Detailed Analysis:

1. Dispensation of Meetings for Equity Shareholders and Creditors:
The Applicant Companies sought to dispense with the requirement of convening meetings for Equity Shareholders and Secured Creditors of Applicant No. 1, No. 2, and No. 3, and Unsecured Creditors of Applicant No. 3. They also requested to convene meetings for Equity Shareholders and Secured Creditors of Applicant No. 4 and Unsecured Creditors of Applicant No. 1, No. 2, and No. 4. The Tribunal, considering the shareholding and ownership patterns and the consents received via affidavits, dispensed with the meetings for Equity Shareholders of Applicant No. 1, No. 2, and No. 3. Meetings for Unsecured Creditors of Applicant No. 1 and No. 2 were scheduled with specified quorum requirements. For Applicant No. 4, meetings for Equity Shareholders, Secured Creditors, and Unsecured Creditors were scheduled with specified quorum requirements.

2. Rationale and Benefits of the Scheme of Amalgamation:
The Scheme of Amalgamation aims to leverage the existing strengths and capabilities of the group entities engaged in similar businesses, optimize the legal structure, and eliminate multiple legal entities. The amalgamation is expected to combine infrastructural facilities, improve financial health, overcome operational constraints, reduce multiplicity of legal and regulatory compliances, achieve economies of scale, and focus on holistic growth. The proposed amalgamation would result in significant cost savings and an improved competitive position for the Transferee Company.

3. Compliance with Statutory Requirements and Filing of Financial Statements:
The Applicant Companies filed the audited financial statements as on 31.03.2021. It was stated that no investigation or proceedings are pending under the Companies Act, 2013, against any of the Applicant Companies. The Scheme does not provide for any corporate debt restructuring. The Applicant Companies filed certificates from Statutory Auditors certifying that the Scheme is in compliance with the Accounting Standards under Section 133 of the Act. The interests of the staff, workers, and employees are safeguarded as per Clause 14.1 of the Scheme.

4. Appointment of Chairperson, Alternate Chairperson, and Scrutinizer for Meetings:
The Tribunal appointed Aashish Chopra as the Chairperson, Raghav Kakkar as the Alternate Chairperson, and Rahul Jogi as the Scrutinizer for the meetings. The fees for their services were specified and were to be borne jointly by Applicant No. 1, No. 2, and No. 4.

5. Directions for the Conduct of Meetings and Notifications:
The Tribunal directed that individual notices of the meetings be sent 30 days in advance, along with the Scheme, explanatory statements, and other required documents. Notices were to be sent via registered post, speed post, courier, or email. Additionally, advertisements were to be published in specified newspapers and on the companies' websites. The Applicant Companies were required to file affidavits of service of notice and publication of advertisement. Voting on the Scheme was to be allowed through electronic means. The Scrutinizer's report was to be submitted within seven days of the conclusion of the meetings. Notices were also to be sent to relevant regulatory authorities, and the Applicant Companies were to furnish a copy of the Scheme upon request. Compliance with all directions and applicable laws was mandated.

With these directions, the First Motion Petition was disposed of, and a copy of the order was to be supplied to the Chairperson, Alternate Chairperson, and Scrutinizer immediately.

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