2021 (3) TMI 387 - Tri - Companies Law

Sanction of Scheme of Amalgamation - section 230-232 of Companies Act - HELD THAT - Various directions regarding holding and convening of various meetings issued - various directions regarding issuance of notices also issued. Application disposed off.

Issues Involved:
1. Sanction of the Scheme of Amalgamation.
2. Justification and benefits of the Scheme of Amalgamation.
3. Terms and conditions of the Scheme of Amalgamation.
4. Consent of shareholders and creditors.
5. Compliance with statutory requirements and accounting standards.
6. Convening meetings of creditors.
7. Appointment of Chairperson and Scrutinizer.
8. Service of notice to relevant authorities.
9. Filing of affidavits of compliance.

Detailed Analysis:

1. Sanction of the Scheme of Amalgamation:
The primary objective of the application was to obtain the Tribunal's sanction for the Scheme of Amalgamation, whereby MAA CHINMASTIKA TRACOM PRIVATE LIMITED, PRASANA COMMODITIES PRIVATE LIMITED, SNOWBALL NIKETAN PRIVATE LIMITED, and SRIJAN LAXMI REALTY PRIVATE LIMITED (Transferor Companies) would merge with GANPATI ADVISORY LIMITED (Transferee Company) with the Transfer Date or Appointed Date being 1st April, 2019.

2. Justification and Benefits of the Scheme of Amalgamation:
The application detailed several reasons justifying the amalgamation, including:
- Combining and adjusting the activities of the Transferor and Transferee Companies for better utilization of resources.
- Enabling the Transferee Company to consolidate its business and restructure its capital.
- Broadening the business activities under the Transferee Company.
- Achieving economies of scale and reducing overhead expenses.
- Establishing a larger company with a larger capital base for further development.
- Pooling resources and expanding activities.
- Rationalizing and streamlining management, business, and finances.
- Benefiting shareholders, employees, and other stakeholders.

3. Terms and Conditions of the Scheme of Amalgamation:
The terms and conditions of the amalgamation were set out in the Scheme of Amalgamation, annexed to the application. The Board of Directors of each company approved the Scheme on 28th January, 2020, and believed it would benefit shareholders, creditors, employees, and the general public.

4. Consent of Shareholders and Creditors:
The application stated that:
- All equity shareholders of the Transferee and Transferor Companies had given written consent via affidavits.
- The Transferee Company had 4 secured creditors and 285 unsecured creditors, with a certificate from the statutory auditor listing them.
- Transferor Companies Nos. 1, 2, and 3 had no secured or unsecured creditors.
- Transferor Company No. 4 had 8 unsecured creditors, with 3 representing 99.79% of the total giving consent via affidavits.

5. Compliance with Statutory Requirements and Accounting Standards:
The statutory auditors certified that the accounting treatment proposed in the Scheme conformed with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013.

6. Convening Meetings of Creditors:
The Tribunal ordered:
- Dispensing with the requirement of convening and holding separate meetings of equity shareholders due to their consents.
- Dispensing with meetings of secured and unsecured creditors of Transferor Companies Nos. 1, 2, and 3 due to the absence of such creditors.
- Convening meetings of secured and unsecured creditors of the Transferee Company via video conferencing on 12th December, 2020.

7. Appointment of Chairperson and Scrutinizer:
The Tribunal appointed Mr. Sunil Kumar Maheshwari as the Chairperson for the meetings of secured and unsecured creditors and Mrs. Moumita Mukherjee Nag as the Scrutinizer. Their remuneration was set at ?60,000 and ?50,000, respectively.

8. Service of Notice to Relevant Authorities:
The applicant companies were directed to serve notice upon various authorities, including the Regional Director, Registrar of Companies, Official Liquidator, Competition Commission of India, and Income Tax Authorities. Notices were also to be sent via email and published in specified newspapers.

9. Filing of Affidavits of Compliance:
The Tribunal required the applicant companies to file affidavits of compliance with all conditions laid down, including proof of service to all authorities. If no response was received within 30 days, it would be presumed that the authorities had no objection to the Scheme.

The application was disposed of accordingly, and urgent certified copies of the order were to be supplied upon compliance with requisite formalities.

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