2021 (8) TMI 540 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Directions are issued with respect to calling, convening and holding of meetings of the shareholders, secured creditors and unsecured creditors or dispensing with the same as well as issue of notices to regulatory authorities - the scheme is approved. Application allowed.

Issues Involved:
1. Sanctioning of the proposed Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.
2. Approval and consent of shareholders and creditors.
3. Directions for convening meetings of shareholders and creditors.
4. Dispensation of meetings for certain shareholders and creditors.
5. Issue of notices to regulatory authorities.

Detailed Analysis:

1. Sanctioning of the Proposed Scheme of Amalgamation:
The Applicant Companies, ACME Cleantech Infraventure Limited (Transferor Company 1), ACME Panipat Solar Power Private Limited (Transferor Company 2), and ACME Cleantech Solutions Private Limited (Transferee Company), filed a Joint First Motion Application under Sections 230 to 232 of the Companies Act, 2013, for sanctioning the proposed Scheme of Amalgamation. The Scheme aims to consolidate business activities under one entity, resulting in operational and administrative efficiencies, economies of scale, and greater value for shareholders and stakeholders.

2. Approval and Consent of Shareholders and Creditors:
The Board of Directors of the Applicant Companies unanimously approved the Scheme on 19.02.2021. The equity shareholders of Transferor Company 1 and Transferor Company 2, as well as the equity and preference shareholders of the Transferee Company, provided their consents via affidavits, waiving the requirement for convening meetings. The Applicant Companies also provided certificates from M/s Tekriwal & Associates, Chartered Accountants, confirming the lists of shareholders and creditors.

3. Directions for Convening Meetings of Shareholders and Creditors:
The Tribunal directed the convening of meetings for unsecured creditors of Transferor Company 1 and the Transferee Company on 18.09.2021 via video conferencing. The quorum for these meetings was set at 4 in number and 40% of the value of unsecured creditors for Transferor Company 1, and 520 in number and 40% of the value of unsecured creditors for the Transferee Company. If the required quorum is not present, the meetings will be adjourned by 30 minutes, and the persons present will constitute the quorum.

4. Dispensation of Meetings for Certain Shareholders and Creditors:
Meetings of equity shareholders of Transferor Company 1 and Transferor Company 2, and equity and preference shareholders of the Transferee Company were dispensed with, as their consents were obtained. Meetings of unsecured creditors of Transferor Company 2 were also dispensed with, as their consents were obtained. There were no secured creditors for Transferor Company 1 and Transferor Company 2, and the secured creditor of the Transferee Company had been paid off.

5. Issue of Notices to Regulatory Authorities:
The Tribunal directed the Applicant Companies to send notices in Form No. CAA 3, along with a copy of the Scheme, the Explanatory Statement, and disclosures mentioned in Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, to the Central Government through the Regional Director (Northern Region), Ministry of Corporate Affairs, Jurisdictional Registrar of Companies, Income Tax Department, and Official Liquidator. Representations, if any, must be sent to the Tribunal within 30 days from the date of receipt of such notice.

Conclusion:
The Tribunal issued comprehensive directions for convening and holding meetings of unsecured creditors, dispensed with certain meetings of shareholders and creditors, and directed the issuance of notices to regulatory authorities. The rationale for the Scheme was to enable consolidation of business activities, resulting in operational efficiencies and greater value for stakeholders. The First Motion Petition was disposed of with the specified directions.

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