2022 (10) TMI 1014 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Sections 230 to 232 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Perusing the records, documents annexed to the application and consent affidavits filed on behalf of the shareholders of the Transferor Companies and the Transferee Company to approve the proposed Company Scheme in the instant proceedings, the requirement of convening and holding of meetings of the equity shareholders of the applicant Companies is dispensed with. In view of the fact that there are NIL Creditors in the Transferor Companies, and the consent affidavit on behalf of the creditors of the Transferee Company, the requirement of convening and holding separate meeting of the Creditors of the Applicant Companies is also dispensed with. The present Company Application deserves to be allowed - the scheme is approved - application allowed.

Summary

Issues Involved:
Application for sanction of Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.

Detailed Analysis:
The application sought sanction from the National Company Law Tribunal for a Scheme of Amalgamation between four Transferor Companies and one Transferee Company. The proposed amalgamation aimed to consolidate business operations, create synergies, reduce administrative costs, and enhance shareholder value. The scheme was justified based on various reasons, including operational efficiencies, regulatory compliance reduction, improved financial structure, and enhanced leveraging capability for future expansion.

The Board of Directors of all companies involved had approved the scheme, and shareholders of both Transferor and Transferee Companies had given written consent through affidavits. Statutory Auditors provided certificates regarding creditors, shareholding, accounting treatment conformity, and valuation reports. The application complied with the requirements under Section 29A and included creditors' consent forms.

After considering the submissions, the Tribunal dispensed with the need for equity shareholders' and creditors' meetings due to NIL creditors in Transferor Companies and consent from Transferee Company's creditors. The Tribunal allowed the application, subject to certain directions. These directions included sending notices to relevant authorities, filing a Compliance Report within two weeks, and submitting a declaration under Section 29A of the IBC.

Overall, the Tribunal allowed the Company Application for the Scheme of Amalgamation, emphasizing compliance with statutory provisions, notifications to authorities, and timely reporting. The detailed analysis covered various aspects of the application, including approvals, consents, certificates, compliance requirements, and directions for further actions to be taken by the Applicant Companies.