2021 (6) TMI 603 - Tri - Companies Law

Approval of Scheme of Amalgamation - Section 230-232 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Necessary directions regarding issuance of various notices given - the scheme is approved. Application allowed.

Issues:
1. Scheme of Amalgamation under Companies Act, 2013
2. Dispensing with meetings of Equity Shareholders and Unsecured Creditors
3. Directions sought by Applicant Companies
4. Details of Transferor Company and Transferee Company
5. Approval of proposed Scheme of Amalgamation by Board of Directors
6. Compliance with Accounting Standards
7. Directions issued by the Tribunal
8. Notice to authorities and regulators
9. Notice to Official Liquidator
10. Publication of notices and timelines
11. Disposal of Company Applications
12. Deadline for presenting Petitions

Detailed Analysis:

1. Scheme of Amalgamation under Companies Act, 2013:
The judgment pertains to two Company Applications filed under Section 230-232 of the Companies Act, 2013 for the Scheme of Amalgamation of two companies.

2. Dispensing with meetings of Equity Shareholders and Unsecured Creditors:
The Applicant Companies sought directions to dispense with convening, holding, and conducting meetings of Equity Shareholders and Unsecured Creditors for both the Transferor and Transferee Companies.

3. Directions sought by Applicant Companies:
The Applicant Companies requested directions for various matters, including dispensing with shareholder and creditor meetings, ordering notices to statutory authorities, fixing a date for presenting the Company Petition, and seeking any other orders deemed fit by the Tribunal.

4. Details of Transferor Company and Transferee Company:
Detailed information about the Transferor and Transferee Companies was provided, including their incorporation details, business activities, shareholders, creditors, and changes in registered offices.

5. Approval of proposed Scheme of Amalgamation by Board of Directors:
The Board of Directors of both companies unanimously approved the proposed Scheme of Amalgamation in individual meetings held on a specified date.

6. Compliance with Accounting Standards:
The Statutory Auditors of both companies certified compliance with Accounting Standards under Section 133 of the Companies Act, 2013, after examining the Scheme.

7. Directions issued by the Tribunal:
The Tribunal issued directions regarding dispensing with meetings of Equity Shareholders and Unsecured Creditors for both companies, along with other necessary steps for the implementation of the Scheme.

8. Notice to authorities and regulators:
Notices were directed to be issued to various authorities, including the Regional Director, Ministry of Corporate Affairs, Income Tax Authorities, and sectoral regulators, with a timeline for objections or representations.

9. Notice to Official Liquidator:
The Registry was directed to issue notice to the Official Liquidator for submitting a report regarding the Transferor Company within a specified timeframe.

10. Publication of notices and timelines:
Specific instructions were given for the publication of notices in newspapers, on company websites, and notice boards, along with sending private notices to authorities by speed post.

11. Disposal of Company Applications:
The Company Applications were disposed of in accordance with the directions issued by the Tribunal.

12. Deadline for presenting Petitions:
The Petitions were required to be presented by a specified deadline, ensuring compliance with procedural timelines.

This detailed analysis summarizes the key aspects of the judgment delivered by the National Company Law Tribunal, Chennai Bench, regarding the Scheme of Amalgamation filed by the Applicant Companies under the Companies Act, 2013.

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