2022 (4) TMI 209 - Tri - Companies Law

Sanction of Scheme of Arrangement by way 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 respect to convening/holding or dispensing with the meetings of the Shareholders, Secured and Unsecured Creditors as well as issue of notices including by way of paper publication, has been prescribed, which needs to be complied with. The scheme is approved - application allowed.

Issues Involved:
1. Jurisdiction and territorial domain.
2. Corporate details and share capital of Transferor and Transferee Companies.
3. Approval and consent from shareholders and creditors.
4. Compliance with accounting treatment and statutory requirements.
5. Absence of pending legal proceedings.
6. Directions for convening/dispensing meetings and notice issuance.

Issue-wise Detailed Analysis:

1. Jurisdiction and Territorial Domain:
The Tribunal confirmed that the registered offices of the applicant companies fall under the jurisdiction of the Registrar of Companies, NCT of New Delhi & Haryana, and within the territorial jurisdiction of the Tribunal.

2. Corporate Details and Share Capital of Transferor and Transferee Companies:
The judgment provided detailed corporate information for each applicant company. The Transferor Companies (Arudhara Infraprojects Pvt. Ltd., Dhanvan Industries Pvt. Ltd., Five Star Infra and Projects Pvt. Ltd., King Engineers Pvt. Ltd., and Big Infraprojects Pvt. Ltd.) and the Transferee Company (Rite Heavy Machines Pvt. Ltd.) were all incorporated under the Companies Act, 1956. The authorized and paid-up share capital for each company was specified, confirming that they were closely held private limited companies engaged in infrastructure development, consultancy, and professional services.

3. Approval and Consent from Shareholders and Creditors:
The judgment highlighted that the Board of Directors of each applicant company unanimously approved the proposed Scheme of Amalgamation on 07.12.2021. The companies obtained consent affidavits from all shareholders and unsecured creditors, thereby seeking to dispense with the need to convene meetings. The absence of secured creditors in each company negated the necessity for such meetings.

4. Compliance with Accounting Treatment and Statutory Requirements:
The petitioner companies confirmed that the accounting treatment for the proposed amalgamation complied with the applicable provisions of the Companies Act, 2013. Certificates from the statutory auditors of the Transferor and Transferee Companies were annexed, certifying that the accounting treatment was in conformity with Section 133 of the Companies Act, 2013.

5. Absence of Pending Legal Proceedings:
The petitioner companies stated that no proceedings for inspection, inquiry, or investigation were pending against any of the companies involved in the amalgamation.

6. Directions for Convening/Dispensing Meetings and Notice Issuance:
The Tribunal issued specific directions regarding the convening or dispensing of meetings for shareholders and unsecured creditors based on the consent affidavits filed. For each Transferor Company and the Transferee Company, meetings of equity shareholders and unsecured creditors were dispensed with due to the filed consent affidavits. The necessity of convening meetings for secured creditors did not arise as there were none.

Notice Issuance:
The Tribunal directed that notice of the application be served on the Regional Director, Registrar of Companies, Official Liquidator, Income Tax Department, and any other sectoral regulators required to be served. The notices to the Income Tax Authorities were to include sufficient details like PAN, ward numbers, and assessing officers to ensure timely and proper replies.

Conclusion:
The application was allowed on the specified terms and accordingly disposed of, facilitating the proposed Scheme of Amalgamation between the applicant companies.

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