2021 (9) TMI 1016 - Tri - Insolvency and Bankruptcy

Sanction of Scheme of Amalgamation - Sections 230-232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Taking into consideration the joint Application and the documents filed therewith showing compliance of various provisions of the Companies Act, 2013 and the Rules framed thereunder, this Tribunal issues the directions with respect to convening and holding of the meetings of the Equity and Preference Shareholders, Secured and Unsecured Creditors of the Applicant Companies or dispensing with the same. The scheme is sanctioned - application allowed.

Issues Involved:
1. Scheme of Amalgamation
2. Dispensation of convening meetings
3. Shareholder and creditor consents
4. Compliance with statutory requirements

Issue-Wise Detailed Analysis:

1. Scheme of Amalgamation:
The judgment pertains to a First Motion Application filed by four Applicant Companies under Sections 230-232 of the Companies Act, 2013, seeking directions for the Scheme of Amalgamation. The involved companies are Anvi Holdings Private Limited (Transferor Company No. 1), Anvi Housing Private Limited (Transferor Company No. 2), Cawnpore Housing Development Private Limited (Transferor Company No. 3), and Modern Real Estates Private Limited (Transferee Company). The Scheme aims to amalgamate the Transferor Companies with the Transferee Company to create a single entity with enhanced financial capability, reduced legal compliances, and optimized benefits under the law.

2. Dispensation of Convening Meetings:
The Tribunal considered the request for dispensing with the requirement of convening meetings of Equity and Preference Shareholders, Secured and Unsecured Creditors of all Applicant Companies. The judgment highlights that all Equity Shareholders, Preference Shareholders, and Unsecured Creditors have given their written consents in the form of affidavits, thus meeting the statutory requirement to dispense with the meetings. There are no Secured Creditors in any of the Applicant Companies.

3. Shareholder and Creditor Consents:
The judgment details the consents obtained from shareholders and creditors:
- Transferor Company No. 1: 3 Equity Shareholders, no Preference Shareholders, no Secured Creditors, and 1 Unsecured Creditor.
- Transferor Company No. 2: Entire Equity Share Capital held by Transferor Company No. 1, no Preference Shareholders, no Secured Creditors, and 1 Unsecured Creditor.
- Transferor Company No. 3: Entire Equity Share Capital held by Transferor Company No. 1, 2 Preference Shareholders, no Secured Creditors, and 2 Unsecured Creditors.
- Transferee Company: Entire Equity Share Capital held by Transferor Company No. 3, 7 Preference Shareholders, no Secured Creditors, and 5 Unsecured Creditors.

4. Compliance with Statutory Requirements:
The Tribunal reviewed the compliance with various provisions of the Companies Act, 2013, and the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016. The Applicant Companies provided necessary documents, including Board Resolutions, Audited Financial Statements, Directors' Reports, Auditors' Reports, and Share Entitlement Reports. The accounting treatment proposed in the Scheme was confirmed to be in conformity with the prescribed Accounting Standards.

Judgment Directions:
The Tribunal issued specific directions for dispensing with the meetings of shareholders and creditors, given their consents:
- Equity Shareholders: Meetings dispensed with for Transferor Companies No. 1, 2, 3, and Transferee Company.
- Preference Shareholders: Meetings dispensed with for Transferor Company No. 3 and Transferee Company.
- Secured Creditors: No meetings required as there are no Secured Creditors.
- Unsecured Creditors: Meetings dispensed with for Transferor Companies No. 1, 2, 3, and Transferee Company.

The Tribunal also directed the Applicant Companies to serve notice of the application to relevant statutory authorities, including the Central Government, Registrar of Companies, Official Liquidator, and Income-Tax Department, within seven days. If no objections are received within thirty days, it will be presumed that there are no objections to the proposed Scheme of Amalgamation.

Conclusion:
The application was allowed, and the necessity of convening meetings was dispensed with, subject to the directions provided. The judgment ensures compliance with statutory requirements and facilitates the amalgamation process efficiently.

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