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2021 (9) TMI 485 - Tri - Companies LawSanction of Scheme of Amalgamation - Section 230 to 232 of the Companies Act, 2013 r/w. the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - The Statutory Auditors of the Transferor Companies 1 2 and Transferee Company have examined the Scheme in terms of provisions of Sec. 232 of Companies Act, 2013 and the rules made thereunder and certified that the Accounting Standards are in compliance with Section 133 of the Companies Act, 2013. Various directions with regard to holding, convening and dispensing with various meetings issued - directions with regard to issuance of notices also issued. The scheme is approved - application allowed.
Issues Involved:
1. Dispensation of meetings for Equity Shareholders, Secured Creditors, and Unsecured Creditors of Transferor Companies-1 & 2 and Transferee Company. 2. Compliance with statutory requirements and approval of the Scheme of Amalgamation. Detailed Analysis: 1. Dispensation of Meetings for Equity Shareholders, Secured Creditors, and Unsecured Creditors: A) In Relation to Transferor Company-1: - Equity Shareholders: The necessity of convening and holding a meeting of the Equity shareholders is dispensed with as there are only 6 Equity shareholders whose consents by way of affidavits have been obtained and placed on record. - Secured Creditors: The necessity of convening and holding a meeting of the Secured Creditor is dispensed with since there is only 1 Secured Creditor whose consent by way of affidavit has been obtained and placed on record. - Unsecured Loan Creditors: The necessity of convening and holding a meeting of the Unsecured Loan Creditors is dispensed with as there are 235 Unsecured Creditors, and consents by way of affidavits have been obtained from 25 Unsecured Loan Creditors, representing 96.57% of the total value of credit. B) In Relation to Transferor Company-2: - Equity Shareholders: The necessity of convening and holding a meeting of the Equity shareholders is dispensed with as there are only 35 Equity shareholders whose consents by way of affidavits have been obtained and placed on record. - Secured Creditors: The necessity of convening and holding a meeting of the Secured Creditors is dispensed with since there are 3 Secured Creditors whose consents by way of affidavits have been obtained and placed on record. - Unsecured Loan Creditors: The necessity of convening and holding a meeting of the Unsecured Loan Creditors is dispensed with as there are 123 Unsecured Creditors, and consents by way of affidavits have been obtained from 61 Unsecured Loan Creditors, representing 96.38% of the total value of credit. C) In Relation to Transferee Company: - Equity Shareholders: The necessity of convening and holding a meeting of the Equity shareholders is dispensed with as there are only 33 Equity shareholders whose consents by way of affidavits have been obtained and placed on record. - Secured Creditors: The necessity of convening and holding a meeting of the Secured Creditors is dispensed with since there are 2 Secured Creditors whose consents by way of affidavits have been obtained and placed on record. - Unsecured Loan Creditors: The necessity of convening and holding a meeting of the Unsecured Loan Creditors is dispensed with as there are 415 Unsecured Creditors, and consents by way of affidavits have been obtained from 111 Unsecured Loan Creditors, representing 90.87% of the total value of credit. 2. Compliance with Statutory Requirements and Approval of the Scheme of Amalgamation: - Scheme Approval: The Board of Directors of the Transferor Companies 1 & 2 and the Transferee Company approved the Scheme of Amalgamation on 04th March 2021. - Financial Statements: The Applicant Companies filed their respective Memorandum and Articles of Association, last available Audited Annual Accounts for the year ended 31.03.2020, and Provisional Financial Statements as on 31.12.2020. - Statutory Auditor's Certification: The Statutory Auditors of the Transferor Companies 1 & 2 and Transferee Company certified that the Scheme is in compliance with Section 133 of the Companies Act, 2013. - Appointed Date: The Appointed date for the Scheme is 1st April 2020, subject to the Tribunal’s directions. Conclusion: The Tribunal allowed the application and directed the Applicant Companies to submit the Company Petition(s) within seven days from the date of receipt of this order. The necessity of convening and holding meetings for Equity Shareholders, Secured Creditors, and Unsecured Creditors of the Transferor Companies-1 & 2 and Transferee Company was dispensed with, considering the consents obtained and the compliance with statutory requirements.
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