2022 (4) TMI 947 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Section 230 to 232 of the Companies Act, 2013 r/w the 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.

Issues involved:
Company Application under Section 230 to 232 of the Companies Act, 2013 for Scheme of Amalgamation of two companies - Meeting of Equity Shareholders, Secured Creditors, and Unsecured Creditors - Compliance with statutory requirements and directions for conducting meetings.

Analysis:

1. Scheme of Amalgamation:
The Company Application was filed under Section 230 to 232 of the Companies Act, 2013 for the Scheme of Amalgamation of two companies, referred to as the Transferor Company and the Transferee Company. The resolutions of the Board of Directors of both companies approved the said Scheme of Amalgamation.

2. Prayers Sought:
The Applicant Company sought various prayers through the application, including orders for convening and conducting meetings of Equity Shareholders, dispensing with meetings of Secured and Unsecured Creditors, and ordering notices to statutory authorities as per legal provisions.

3. Details of Transferor Company:
The Transferor Company, M/s. Madura Micro Finance Limited, is a Public Limited Company registered with the RBI as a non-deposit taking, non-banking financial company. It has a specific share capital structure and a defined number of Equity Shareholders, Secured Creditors, and Unsecured Trade Creditors.

4. Details of Transferee Company:
The Transferee Company, M/s. Credit Access Grameen Limited, is also a public limited company registered with the RBI as a non-deposit taking, non-banking financial company. It has a distinct share capital structure and outstanding employee stock options.

5. Examination and Directions:
The Tribunal examined the application, connected documents, and the Scheme between the Transferor and Transferee Companies. The Appointed date for the Scheme was specified, and the Statutory Auditors certified compliance with accounting standards. Subsequently, the Tribunal proposed specific directions regarding meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors.

6. Directions for Meetings:
The Tribunal directed the dates and procedures for conducting meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors. It appointed individuals for chairing the meetings and scrutinizing the proceedings, with specific fees and reporting requirements outlined.

7. Compliance and Communication:
Various compliance measures were mandated, including the mode of conducting meetings, sending notices, publishing advertisements, and informing relevant authorities and regulators. The Applicant Company was instructed to furnish necessary documents and ensure strict compliance with applicable laws and regulations.

8. Conclusion:
The Tribunal allowed the Application on the specified terms and directed the Applicant Company to adhere to all directions strictly. The judgment encompassed detailed instructions for conducting meetings and ensuring compliance with legal requirements and procedural formalities.

This comprehensive analysis covers the key aspects of the judgment, including the background of the companies involved, the prayers sought, detailed directions for conducting meetings, compliance requirements, and the ultimate conclusion of the Tribunal's decision.

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