2020 (10) TMI 968 - Tri - Companies Law

Approval of Scheme of Arrangement by way of Amalgamation - Sections 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 were issued with respect to convening/holding or dispensing with the meetings of the Shareholders, Secured and Unsecured Creditors as well as issue of notices including by way of paper publication - notices for various statutory authorities also to be served - application allowed.

Issues:
1. Application filed under Sections 230-232 of Companies Act, 2013 for Scheme of Arrangement by way of Amalgamation.
2. Details of the Transferor Company No.1, Transferor Company No.2, and Transferee Company.
3. Approval of the proposed Scheme of Amalgamation by the Board of Directors.
4. Consent affidavits from shareholders and creditors for dispensing with meetings.
5. Directions issued for convening/holding or dispensing with meetings of shareholders and creditors.
6. Notice to be served on Statutory Authorities.

Analysis:

1. The judgment pertains to a joint application filed under Sections 230-232 of the Companies Act, 2013 for a Scheme of Arrangement by way of Amalgamation between the applicant companies, namely Transferor Company No.1, Transferor Company No.2, and Transferee Company.

2. Detailed information about the Transferor Company No.1, Transferor Company No.2, and Transferee Company is provided, including their incorporation details, authorized share capital, registered office, and shareholding structure.

3. The judgment highlights that the Board of Directors of all applicant companies unanimously approved the proposed Scheme of Amalgamation during a meeting held on 13th November 2019. This signifies the internal approval process followed by the companies.

4. The judgment discusses the consent affidavits filed by equity shareholders, secured creditors, and unsecured creditors of each company, seeking dispensation with the holding/convening of meetings due to unanimous consent obtained from the respective stakeholders.

5. Specific directions are issued by the Tribunal regarding convening/holding or dispensing with meetings of shareholders, secured creditors, and unsecured creditors for each of the Transferor Company No.1, Transferor Company No.2, and Transferee Company based on the consent affidavits provided by the stakeholders.

6. The judgment concludes by stating that notices of the application will be served on various Statutory Authorities, including the Regional Director, Registrar of Companies, Official Liquidator, Income Tax Department, and other sectoral regulators as required, ensuring compliance with legal procedures and transparency in the amalgamation process. The application is allowed on the specified terms and disposed of accordingly.

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