2020 (12) TMI 808 - Tri - Companies Law

Approval of Composite Scheme of Arrangement - Sections 230 to 232 read with other applicable provisions of the Companies Act, 2013 - HELD THAT - Various directions regarding convening and holding of various meetings, issued - various directions regarding issuenace of various notices for the meetings to be held, also issued. The scheme is approved - Application allowed.

Summary

Issues:
1. Composite Scheme of Arrangement involving multiple companies under Sections 230 to 232 of the Companies Act, 2013.
2. Approval and benefits of the proposed amalgamation by the Board of Directors.
3. Consent affidavits from Equity Shareholders and dispensation of Equity Shareholders' meetings.
4. Treatment of Secured and Unsecured Creditors in the Scheme.
5. Notice requirements for Creditors, Income Tax Authorities, Government Offices, and Registrar of Companies.
6. Appointment of Chartered Accountants to assist the Official Liquidator.
7. Compliance report filing and directions for service of notices.

Analysis:
1. The judgment pertains to a Composite Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013, involving the merger of multiple companies. The Scheme involves the Amalgamation of various companies on a going concern basis, approved by the Board of Directors for synergies, operational efficiencies, and shareholder benefits.

2. The Applicant Companies have obtained consent affidavits from Equity Shareholders, leading to the dispensation of Equity Shareholders' meetings. The Scheme is deemed to be in the interest of shareholders, creditors, lenders, and other stakeholders without prejudicing their rights.

3. Regarding Creditors, the judgment distinguishes between Secured and Unsecured Creditors, necessitating notices to be sent to Secured Creditors while dispensing with the need for notices to Unsecured Creditors. The Scheme does not involve any compromise with creditors, ensuring their rights are unaffected.

4. The judgment outlines detailed notice requirements for various entities, including Income Tax Authorities, Government Offices, and the Registrar of Companies. The Applicant Companies are directed to serve notices and enclosures within specified timelines for representations.

5. The Tribunal appoints Chartered Accountants to assist the Official Liquidator in scrutinizing the books of accounts of the Transferor Companies, with specified fees and timelines for response. Compliance reports are required to be filed with the registry regarding the service of notices to regulatory authorities.

6. The judgment emphasizes the need for compliance with the directions given, especially in light of the prevailing lockdown situation. The final order is pronounced in open court, ensuring transparency and adherence to the legal procedures outlined in the judgment.