2020 (9) TMI 803 - Tri - Companies Law

Sanction of Scheme of Merger - Sections 230-232, Section 234 of the Companies Act, 2013 - HELD THAT - Taking into consideration the application and the documents filed herewith, we propose to issue the following directions with respect to calling, convening and holding the meeting of Equity Shareholders, secured and unsecured creditors or dispensing the same which are as follows i. Considering the Covid-19 situation, the Applicant Company is dispensed from holding physical meeting of Equity Shareholders, Secured Creditors and Unsecured Creditors All the directions are to be complied with strictly in accordance with the applicable law including forms and formats contained in the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - the present application stands allowed by convening with the meetings of the shareholders and creditors of the Applicant/Transferee Company. ii. With respect to the equity shareholders Since it is represented by the Applicant Company that there are 14,305 (Fourteen Thousand Three Hundred and Five) Equity Shareholders in the Company as on February 28, 2020, voting shall be conducted through postal ballot and/or e-voting on or before 7th July 2020 iii. With respect to the Secured Creditors Since it is represented by the Applicant Company that there is 1 (One) Secured Creditor in the Company, vote of such creditor is obtained through postal ballot and/or e-voting on or before 7th July 2020 iv. With respect to the Unsecured Creditors Since it is represented by the Applicant Company that there are 47 (Forty Seven) Unsecured Creditor in the Company, voting of such creditors are obtained through postal ballot and/or e-voting on or before 7th July 2020

Summary

Issues involved:
Petition under Sections 230-232, Section 234 of Companies Act, 2013 for Scheme of Merger between Applicant/Transferee Company and Transferor Company.

Detailed Analysis:

1. Jurisdiction and Incorporation: The Applicant/Transferee Company filed a petition for merger under the Companies Act, 2013, with its registered office in Delhi. The Transferor Company, incorporated under the Mauritius Companies Act, holds investments in the Applicant/Transferee Company.

2. Financial Details: Detailed financial information of both companies was provided, including authorized and paid-up share capital. The Applicant/Transferee Company is engaged in IT and BPO services and is listed on BSE and NSE.

3. Rationale for Merger: The Scheme of Amalgamation aims to merge the Transferor Company with the Applicant/Transferee Company for various benefits, including simplification of shareholding structure, reduction in administrative costs, and organizational efficiency.

4. Valuation and Approvals: Valuation reports and fairness opinions were submitted, and the Board of Directors of both companies approved the Scheme, subject to tribunal and court approvals.

5. Meeting Convening: The tribunal directed the convening of meetings for equity shareholders, secured and unsecured creditors through postal ballot and/or e-voting, with appointed chairpersons and scrutinizer, and compliance with Companies Act, 2013 regulations.

6. Publication and Notices: Requirements for sending individual notices, publishing advertisements in newspapers, and informing relevant authorities were outlined. The Applicant Company must provide Scheme copies to shareholders and creditors upon request.

7. Compliance and Affidavit: Strict compliance with applicable laws, rules, and formats was mandated, including submission of an affidavit confirming notice service and publication compliance.

8. Outcome: The tribunal allowed the application for convening meetings of shareholders and creditors of the Applicant/Transferee Company, paving the way for further proceedings related to the proposed merger.