2021 (7) TMI 38 - Tri - Companies Law

Approval of scheme of Merger - seeking holding and dispensing with various meetings - Section 230 to 232 and other applicable provisions of the Companies Act, 2013 - HELD THAT - The meetings of Equity shareholders of all the Applicant Companies is hereby dispensed with in view of the consent by way of Affidavits received from all Equity shareholders - Since the Applicant Companies have no Secured Creditors, the meetings of Secured Creditors of any of the Applicant Companies are not required to be convened hence dispensed with - Since the Applicant Company No. 4 6 have no Unsecured Creditors, the meetings of Unsecured Creditors of the Applicant Company No. 4 6 are not required to be convened hence dispensed with - The meetings of Unsecured Creditors of Applicant No. 1, Applicant No. 2, Applicant No. 3, Applicant No. 5, Applicant No. 7, Applicant No. 8, Applicant No. 9, Applicant No. 10 and Applicant Transferee Company is hereby dispensed with in view of the consent by way of Affidavits received from all Unsecured Creditors of the above mentioned applicant companies. Various directions regarding issuance of various notices also provided. Application allowed.

Summary

Issues:
Application under Sections 230 to 232 and other provisions of the Companies Act, 2013 for merger of eleven Applicant Companies.

Analysis:
The judgment pertains to an application filed by eleven Applicant Companies for a merger under Sections 230 to 232 and other relevant provisions of the Companies Act, 2013. The proposed merger involves the amalgamation of various companies, including Rama Crimpers Private Limited, Rama Polysynth Private Limited, Rama Synsilk Mills Private Limited, Jagdish Silk Mills Private Limited, Swati Processors Private Limited, Rama Tradelink Private Limited, Harmony Logistics Private Limited, Sunflower Infrastructure Private Limited, Lifelong Infrastructure Private Limited, Lion Organisers Private Limited, and Face Developers Private Limited. The Registered Office of all the Applicant Companies is in Surat, Gujarat, placing them under the jurisdiction of the National Company Law Tribunal at Ahmedabad.

The Applicant Companies are empowered by their Memorandum of Association to enter into the Scheme of Merger, with the Audited Financial Statements of all companies as of March 31, 2020, and unaudited Provisional Financial Statements as of January 18, 2021, submitted as part of the application. The Board of Directors of all Applicant Companies have approved the Scheme of Amalgamation at their respective Board Meetings held on January 18, 2021. The application highlights the benefits of the proposed merger, including the formation of a larger company for growth, rationalization of management and finances, reduction of overheads, and enhancement of market position domestically and internationally.

The application includes a Valuation Report for the proposed Exchange Ratio of Shares and confirms no pending investigations under relevant provisions of the Companies Act, 2013. The relief sought by the Applicant Companies includes dispensing with meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors. The application also addresses the consent received from shareholders and creditors for the proposed scheme, allowing for the dispensation of certain meetings based on the provided confirmations.

Upon reviewing the materials on record, the Tribunal orders the dispensation of Equity Shareholders' meetings for all Applicant Companies due to received consents. Since the Applicant Companies have no Secured Creditors, the meetings of Secured Creditors are deemed unnecessary and dispensed with. Similarly, the meetings of Unsecured Creditors for Applicant Companies without such creditors are also dispensed with based on the confirmations provided. The judgment further outlines the necessary compliance with statutory requirements for sending notices to relevant authorities and the disposal of the company application accordingly.