2021 (10) TMI 853 - Tri - Companies Law

Sanction of Scheme of Merger by way of Absorption - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT - Various directions with regard to holding, convening and dispensation of various meeting issued - directions with regard to issuance of various notices also issued. The scheme is approved - application allowed.

Summary

Issues: Application under Sections 230 to 232 of the Companies Act, 2013 for dispensing with the meeting of Shareholders and Creditors in relation to the 'Scheme of Merger by way of Absorption'.

Detailed Analysis:
1. The Application (C.A.(CAA) 60/ND/2021) jointly filed by the Transfer and Transferee Companies sought to dispense with the meeting of Shareholders and Creditors for the approval of the 'Scheme of Merger by way of Absorption' under Sections 230 to 232 of the Companies Act, 2013, effective from 01.04.2020.

2. The Applicant Companies, part of the Shell Group of Companies, aimed to rationalize the corporate structure in India through consolidation, providing benefits such as reduction of companies in India, streamlining holding structure, ease of management, and cost reduction.

3. The Board of Directors of the Applicant Companies approved the proposed 'Scheme of Amalgamation,' believing it would benefit Shareholders, creditors, and employees. The Applicant Companies confirmed compliance with statutory requirements, including no pending petitions under Sections 240 or 242 of the Companies Act, 2013.

4. The Applicant Companies submitted their Memorandum of Association, Articles of Association, and latest Balance Sheets. Unsecured creditors of all Applicant Companies gave 'no objection' to the Scheme, dispensing with the need for their meetings. Since there were no Secured Creditors, convening their meeting was unnecessary.

5. The Tribunal directed the Applicant Companies to convene meetings of their Equity Shareholders on specific dates, publish notices in designated newspapers, and serve notices to relevant authorities as per Section 230(5) of the Companies Act, 2013. The authorities were given a timeframe to raise objections, failing which no objections would be presumed.

6. The Applicant Companies were instructed to place notices on their websites and at the registered office, file proof of service, and present any Company Petitions within 7 days from the filing of Chairman's Reports. The Tribunal allowed the Application in the specified terms, facilitating the merger process efficiently.