2022 (6) TMI 174 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT - By considering the consent affidavits filed on behalf of the shareholders of both the companies and Unsecured creditors of the Transferee Company to approve the Company Scheme and by waiving their right to participate in such meeting, the meeting of the Shareholders and Unsecured Creditors of the Transferee Company are hereby dispensed with as prayed for. The scheme is approved - application allowed.

Summary

Issues:
1. Application under Sections 230 to 232 of the Companies Act, 2013 seeking reliefs for dispensing with shareholder and creditor meetings and seeking appropriate orders for serving notices.
2. Justification for the Scheme of Amalgamation based on family ownership, mirror shareholding pattern, and benefits like consolidation, cost reduction, growth prospects, and enhanced shareholder value.
3. Submission of necessary documents including board resolutions, auditor certificates, valuation reports, shareholder consents, and creditor details.
4. Jurisdictional issues involving separate applications before different NCLT benches for Transferor and Transferee Companies.
5. Request for orders and directions for serving notices on relevant authorities and regulators.
6. Tribunal's decision on dispensing with shareholder and creditor meetings, allowing the application, and issuing specific directions for notice issuance, response timelines, compliance reporting, and case disposal.

Analysis:
1. The application sought relief under Sections 230 to 232 of the Companies Act, 2013 to dispense with shareholder and creditor meetings for approving a Scheme of Amalgamation between the Transferor and Transferee Companies. Additionally, the application requested appropriate orders for serving notices to specific authorities and entities as per Section 230(5) provisions.
2. The Scheme of Amalgamation was justified based on family ownership restructuring, mirror shareholding pattern, and benefits such as consolidation, cost reduction, growth prospects, and enhanced shareholder value. The application detailed the reasons necessitating the amalgamation to simplify group structures and operations, optimize resources, and improve organizational efficiency.
3. Various documents were submitted to support the application, including board resolutions from both companies, auditor certificates confirming accounting standard compliance, valuation reports, shareholder consents, and creditor details for both Transferor and Transferee Companies.
4. Jurisdictional issues were highlighted as the Transferor Company was in Gujarat under the Ahmedabad NCLT bench, while the Transferee Company was in Assam under the Guwahati NCLT bench, necessitating separate applications. This clarification was crucial for establishing the proper forum for the application.
5. The application also requested orders and directions for serving notices on authorities like the Regional Director, Registrar of Companies, Official Liquidator, and Income Tax Authorities. The Tribunal's order included specific instructions on notice issuance, response timelines, compliance reporting, and engagement with sectoral regulators as per legal requirements.
6. The Tribunal, after considering the application, consent affidavits, and relevant documents, decided to dispense with shareholder and creditor meetings, allowed the application, and issued detailed directions for notice issuance, response timelines, compliance reporting, and case disposal. The Tribunal's decision encompassed the legal requirements and procedural steps necessary for the Scheme of Amalgamation approval process.