2021 (5) TMI 893 - Tri - Companies Law

Approval of Scheme of Amalgamation - Section 230(6) read with Section 232(3) of the Companies Act, 2013 - HELD THAT - The instant petition is admitted and next date of hearing is fixed on 21st May, 2021. At least 10 (ten) clear days before the said date fixed for hearing, the Petitioners shall cause notice of hearing to be advertised in the FINANCIAL EXPRESS in English and Bengali translation thereof in DAINIK STATESMAN as per Rule 16(1) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - Another notice pursuant to Section 230(5) of the Companies Act, 2013 along with accompanying documents, including the copies of the aforesaid Scheme and statement under the provisions of the Companies Act, 2013, as sent earlier, shall be served again on the aforesaid Statutory Authorities by sending the same to them by hand delivery through special messenger or by post or by email within one week from the date of receiving this order. Petition disposed off.

Summary

Issues:
1. Scheme of Amalgamation under Sections 230(6) and 232(3) of the Companies Act, 2013.
2. Directions for meetings of shareholders and creditors under Section 230(1) of the Act.
3. Compliance with statutory requirements and service of notice to authorities.
4. Admission of the petition and fixing the next date of hearing.

Analysis:
1. The judgment pertains to a petition filed for the sanction of a Scheme of Amalgamation under Sections 230(6) and 232(3) of the Companies Act, 2013. The scheme involves the amalgamation of two companies, namely AUXINITE MARKETING LIMITED (Transferor Company) and BAJAJ POLYBLENDS PRIVATE LIMITED (Transferee Company). The petition seeks approval for the amalgamation on the terms and conditions outlined in the Scheme.

2. Regarding the directions for meetings of shareholders and creditors under Section 230(1) of the Act, the Tribunal dispensed with the meetings of Equity Shareholders and Unsecured Creditors of the Petitioner Companies based on the consent received from all shareholders and a majority of creditors. No meetings were directed to be held, and it was noted that Secured Creditors and NIL creditors verified by auditors' certificate did not require meetings.

3. The judgment highlights the compliance with statutory requirements and the service of notices to various authorities. The Petitioners have served notices along with accompanying documents to Statutory/Sectoral Authorities as directed by the Tribunal. The Authorities are yet to file their representations. The Tribunal has set deadlines for the service of notices, filing of affidavits confirming compliance, and submission of rejoinder affidavits by the Petitioners.

4. Finally, the Tribunal admitted the instant petition after perusing the records and documents. The next date of hearing was fixed for further proceedings, and specific directions were given regarding the advertisement of the hearing, service of notices to authorities, and filing of necessary affidavits. The judgment emphasizes the importance of compliance with the Tribunal's directions and statutory provisions for the smooth progression of the amalgamation process.

This detailed analysis of the judgment provides a comprehensive understanding of the issues addressed and the actions taken by the Tribunal in relation to the Scheme of Amalgamation and compliance with legal requirements.