2022 (1) TMI 1138 - 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 - HELD THAT - Various directions with regard to holding, convening and dispensing with various notices issued - directions with regard to issuance of various notices also issued. The scheme is approved - application allowed.

Issues:
1. Application for dispensing with the holding/convening of meetings of shareholders and creditors for approval of proposed Scheme of Amalgamation under Sections 230 and 232 of the Companies Act, 2013.
2. Jurisdiction of the National Company Law Tribunal, New Delhi Bench.
3. Details of the Transferor Companies and the Transferee Company.
4. Benefits and rationale behind the proposed Scheme of Amalgamation.
5. Approval and support for the Scheme by the Board of Directors of the companies.
6. Details of shareholders and creditors of each company.
7. Compliance with legal and regulatory requirements.
8. Confirmation by statutory auditors regarding accounting treatment in the scheme.
9. Directions issued by the Tribunal based on the application.

Detailed Analysis:

1. The application was filed jointly by the Applicant Companies under Sections 230 and 232 of the Companies Act, 2013, seeking directions to dispense with the holding of meetings of shareholders and creditors for the proposed Scheme of Amalgamation. The Scheme aimed to amalgamate the Transferor Companies into the Transferee Company for various benefits.

2. The application fell within the jurisdiction of the National Company Law Tribunal, New Delhi Bench, as the registered office of all the applicant companies was situated in New Delhi.

3. Detailed information about the Transferor Companies and the Transferee Company was provided, including their incorporation dates, authorized share capital, and issued, subscribed, and paid-up capital.

4. The proposed Scheme of Amalgamation aimed to align the businesses of the companies, achieve economies of scale, reduce overheads, simplify group structure, and enhance operational efficiency. The benefits included rationalization of operations, resource optimization, and improved internal control systems.

5. The Board of Directors of all the companies had unanimously approved the proposed Scheme of Amalgamation, reflecting their support and consideration of the benefits to stakeholders.

6. Extensive details regarding the shareholders and creditors of each company were presented, along with consent affidavits and compliance with legal requirements for dispensing with the convening of meetings.

7. The application highlighted compliance with legal and regulatory requirements, including confirmation by statutory auditors regarding the accounting treatment in the scheme.

8. The Tribunal issued directions based on the application, dispensing with the meetings of shareholders and creditors for all companies involved in the proposed Amalgamation, as 100% written consent had been obtained through affidavits.

9. The Tribunal allowed the application, granting the requested directions for dispensing with the meetings, thus facilitating the implementation of the proposed Scheme of Amalgamation.

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