2020 (12) TMI 596 - Tri - Companies Law

Approval of scheme of amalgamation - sections 230-232 of the Companies Act, 2013 - applicant is seeking dispensation of the meeting of the Equity Shareholders, Secured Creditors and Unsecured Creditors, and Applicant Transferee Company is seeking dispensation of Secured Creditors and appropriate directions for holding and convening of meeting of Equity Shareholders and Unsecured Creditors in respect of the Scheme of Amalgamation of Parsec Enterprises Private Limited - HELD THAT - Various directions regarding the holding and convening of various meetings issued - directions regarding issuance of various notices also issued. The scheme is approved - application allowed.

Summary

Issues Involved:
1. Dispensation of meetings for Equity Shareholders, Secured Creditors, and Unsecured Creditors.
2. Approval and compliance of the Scheme of Amalgamation.
3. Compliance with statutory requirements and notifications.
4. Directions for holding and convening meetings.
5. Appointment of Chairman and Scrutinizer for meetings.
6. Issuance of notices and advertisements for meetings.
7. Reporting and compliance with Tribunal orders.

Issue-wise Detailed Analysis:

1. Dispensation of Meetings for Equity Shareholders, Secured Creditors, and Unsecured Creditors:
The Applicant Transferor Company sought dispensation of meetings for its Equity Shareholders, Secured Creditors, and Unsecured Creditors. The Tribunal dispensed with the meeting of Equity Shareholders based on filed consent affidavits. Since there were no Secured and Unsecured Creditors, holding of meetings for them did not arise. The Applicant Transferee Company sought dispensation of the meeting for Secured Creditors, which was granted based on consent affidavits representing 93.18% of the total outstanding debt.

2. Approval and Compliance of the Scheme of Amalgamation:
The Scheme of Amalgamation aimed to merge Parsec Enterprises Private Limited (Transferor Company) with Saurashtra Cement Limited (Transferee Company). The rationalization included reducing overlaps, administrative and managerial costs, and simplifying the shareholding structure. The Board of Directors of both companies approved the Scheme in their respective meetings on 18th May 2020. The Scheme included provisions for indemnification by the shareholders of the Transferor Company for any liabilities devolving on the Transferee Company.

3. Compliance with Statutory Requirements and Notifications:
The Applicant Companies confirmed no pending investigations or proceedings under Sections 210 to 226 of the Companies Act, 2013. The provisions of the Competition Act, 2002, and FEMA were not applicable, eliminating the need for notices to the Competition Commission of India and the RBI. The Transferee Company, being a listed public limited company, was required to provide e-voting facilities as per SEBI circulars and comply with recent Ministry of Corporate Affairs circulars regarding video conferencing for meetings.

4. Directions for Holding and Convening Meetings:
The Tribunal directed the convening of meetings for the Equity Shareholders and Unsecured Creditors of the Applicant Transferee Company on 5th February 2021. The meetings were to be conducted through video conferencing or other audio-visual means, with notices sent at least one month prior. An advertisement about the meetings was to be published in specified newspapers.

5. Appointment of Chairman and Scrutinizer for Meetings:
Shri Ravi Kapoor, or in his absence, Mr. Trupal Kumar Patel, and in his absence, Shri Niren Morlidhar Nagri, were appointed as Chairman/Chairperson for the meetings. Mr. Sachin Ahuja, or in his absence, Ms. Ragini Chokshi, was appointed as the Scrutinizer for the meetings.

6. Issuance of Notices and Advertisements for Meetings:
Notices for the meetings were to be sent to Equity Shareholders and Unsecured Creditors, indicating the day, date, place, and time, along with a copy of the Scheme and required statements. The notices were to be sent via registered post, speed post, airmail, email, courier, or hand delivery.

7. Reporting and Compliance with Tribunal Orders:
The Chairman/Chairperson was directed to file an affidavit confirming compliance with the issuance of notices and advertisements. The result of the meetings was to be reported to the Tribunal in Form No. CAA.4, verified by affidavit, within seven days. Notices in Form No. CAA.3 were to be sent to the Central Government, Registrar of Companies, Income Tax authorities, and Official Liquidator, allowing 30 days for representations.

Conclusion:
The Company Application was allowed and disposed of accordingly, with detailed directions issued for compliance and holding of meetings.