2021 (2) TMI 164 - Tri - Companies Law

Approval of Scheme of Amalgamation of wholly owned subsidiary - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT - Various directions regarding holding and convening of various meetings issued - directions regarding issuance of notices for the meetings also issued. Application allowed.

Summary

Issues:
1. Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.
2. Dispensing with the meeting of Equity Shareholders and Secured Creditors.
3. No compromise or arrangement with creditors.
4. Impact on shareholders and creditors of the Transferee Company.
5. Requirement to serve notices to Regulatory Authorities and Official Liquidator.

Analysis:

1. Scheme of Amalgamation: The judgment concerns the Scheme of Amalgamation between a wholly owned subsidiary and its holding company, as per Sections 230 to 232 of the Companies Act, 2013. The Scheme involves the amalgamation of Godrej Landmark Redevelopers Private Limited (Transferor Company) with Godrej Projects Development Limited (Transferee Company) and their respective shareholders. The resolutions approving the Scheme were passed by the Board of Directors of both companies, with the Appointed Date set as April 1, 2020.

2. Dispensing with Meetings: The judgment addresses the dispensation of the meeting of Equity Shareholders and Secured Creditors of the Transferor Company. With only two Equity Shareholders and no Secured Creditors, the need for formal meetings is eliminated. The shareholders provided written consent affidavits, and the Unsecured Creditors will be informed to submit any representations within thirty days.

3. No Compromise with Creditors: It is emphasized that the present Scheme does not involve any compromise or arrangement with creditors. The rights of Unsecured Creditors will be maintained, and they will be paid off in the ordinary course of business. The Transferor Company undertakes to inform its Unsecured Creditors about the proposed scheme and provide them with an opportunity to submit representations.

4. Impact on Shareholders and Creditors: The judgment clarifies that the Scheme will not result in the issue of shares or dilution of shareholding for the Transferee Company's shareholders. The rights of creditors will not be affected, as their claims will not be reduced, and the assets post-amalgamation will be sufficient to meet their claims. The Transferee Company's structure, shareholding pattern, and debt position will remain unchanged post-merger.

5. Notices to Regulatory Authorities and Official Liquidator: The judgment directs the Applicant Companies to serve notices along with the scheme to relevant authorities, including Income Tax Authorities, Central Government, Registrar of Companies, and Real Estate Regulatory Authority. Additionally, the Transferor Company is instructed to notify the Official Liquidator, who will scrutinize the books of accounts. Compliance reports regarding the issuance of notices are to be filed with the registry.

This detailed analysis of the judgment highlights the key issues addressed, including the Scheme of Amalgamation, dispensation of meetings, impact on shareholders and creditors, and the requirement to serve notices to Regulatory Authorities and the Official Liquidator.