2022 (5) TMI 321 - 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 regard to holding, convening and dispensing with various meetings issued - directions with regard to issuance of various notices issued. The scheme is approved - application allowed.

Summary

Issues:
1. Application filed under Sections 230-232 of Companies Act, 2013 for Scheme of Arrangement by way of Amalgamation.
2. Approval of proposed Scheme by Board of Directors.
3. Shareholding and capital structure details of Transferor and Transferee Companies.
4. Consent affidavits from shareholders and creditors.
5. Accounting treatment conformity with Companies Act, 2013.
6. Confirmation of no pending proceedings against Petitioner Companies.
7. Appointed date for the Scheme.
8. Directions regarding convening/holding or dispensing with meetings of shareholders and creditors.

Analysis:
1. The judgment pertains to a joint application filed by three companies for a Scheme of Arrangement by way of Amalgamation under Sections 230-232 of the Companies Act, 2013. The application involves Transferor Company-1, Transferor Company-2, and Transferee Company seeking approval for the proposed Scheme.

2. The Board of Directors of the Applicant Companies unanimously approved the proposed Scheme of Amalgamation. Resolutions passed in the board meetings confirming the approval have been submitted along with the application.

3. Detailed information regarding the shareholding and capital structure of the Transferor and Transferee Companies has been provided, including the authorized share capital, issued capital, and details of shareholders.

4. Consent affidavits from shareholders and creditors have been submitted, seeking dispensation with the convening of meetings for shareholders and creditors due to the unanimous consents received and the absence of secured creditors.

5. The Applicant Companies confirmed that the accounting treatment proposed in the Scheme is in conformity with the provisions of the Companies Act, 2013. Certificates from the Statutory Auditor were annexed to the application to support this claim.

6. The Petitioner Companies declared that there are no pending proceedings for inspection, inquiry, or investigation against any of the companies involved in the Scheme.

7. The appointed date for the Scheme has been specified as 1st April, 2021, as confirmed by the Tribunal.

8. The judgment includes detailed directions regarding convening/holding or dispensing with meetings of shareholders, secured creditors, and unsecured creditors for each of the involved companies, based on the consent affidavits submitted.

In conclusion, the Tribunal allowed the application on the terms mentioned in the judgment and disposed of the matter accordingly. Additionally, notices were directed to be served on relevant authorities as per the provided details.