2021 (9) TMI 792 - Tri - Companies Law

Sanction of scheme of amalgamation - Section 230-232 of Companies Act, 2013 - HELD THAT - Various directions with regard to holding, convening and dispensing with various meetings issued - directions with regard to issuance of various notices also issued. The scheme is approved - application allowed.

Issues Involved:
1. Approval of the Scheme of Amalgamation.
2. Consent of equity shareholders and secured creditors.
3. Convening a meeting of unsecured creditors.
4. Compliance with statutory requirements and procedural directions.

Issue-wise Detailed Analysis:

1. Approval of the Scheme of Amalgamation:
The Scheme of Amalgamation involves the merger of Manisha Agro Industries Private Limited, Kansal Cement Private Limited, and Good Earth Infra Solutions Private Limited with Balgopal Food Products Private Limited. The entire undertaking of the Transferor Companies, including all assets and liabilities, will be transferred to and vested in the Transferee Company. The primary objective is to consolidate the group structure, provide synergies in business activities, and achieve economies of scale. The amalgamation aims to enhance business operations, reduce overhead expenses, and establish a larger company with more resources and a larger capital base.

2. Consent of Equity Shareholders and Secured Creditors:
The Board of Directors of the Applicant Companies unanimously approved the Scheme of Amalgamation on 06.01.2020. All equity shareholders of the Applicant Companies provided written consent to the Scheme and waived the requirement for holding separate meetings. The secured creditor of the Transferee Company also consented to the Scheme and waived the holding of a separate meeting. The statutory auditors certified the correctness of the list of secured and unsecured creditors.

3. Convening a Meeting of Unsecured Creditors:
The Tribunal ordered the convening of a meeting of the unsecured creditors of Balgopal Food Products Private Limited on 27th September 2021 at 11:30 a.m. at the registered office. At least 30 days before the meeting, an advertisement and notice must be published in "Business Standard" and "Pratidin" newspapers. The notice must include the Scheme of Arrangement, necessary details, and a prescribed form of proxy. The quorum for the meeting will be fixed as per Section 103(1)(a) of the Companies Act, 2013. If the quorum is not met, the Chairperson may adjourn the meeting. The Chairperson and Scrutinizer for the meeting were appointed, and their remuneration was fixed.

4. Compliance with Statutory Requirements and Procedural Directions:
The Tribunal directed the Transferee Company to file an affidavit proving service of notice and publication of the advertisement. The unsecured creditors will have the option to vote in person or by proxy. The resolution for approval of the Scheme must be passed by a majority representing three-fourths in value of the unsecured creditors casting their votes. The Chairperson must report the results of the meeting within four weeks. The notice of the meeting must be served to various authorities, including the Central Government, Registrar of Companies, and Income Tax authorities, within seven days of the order. If no representation is received within 30 days, it will be presumed that there are no objections to the Scheme.

Order:
The Tribunal dispensed with the requirement of holding separate meetings for equity shareholders and secured creditors. It ordered the convening of a meeting for unsecured creditors and provided detailed procedural directions for conducting the meeting and voting. The Tribunal also directed the Applicant Companies to serve notices to relevant authorities and file affidavits regarding compliance. The Company Application CA (CAA) No. 5/CB/2021 was disposed of, and a certified copy of the order was issued upon compliance with requisite formalities. The order was signed on 3rd August 2021.

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