2021 (10) TMI 854 - Tri - Companies Law

Sanction of Scheme of Arrangement by way of Amalgamation - section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013, read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Various directions issued with respect to convening/holding or dispensing with the meetings of the Shareholders, Secured and Unsecured Creditors as well as issue of notices including by way of paper publication as follows - directions regarding issuance of various notices also issued. The scheme is approved - application allowed.

Summary

Issues: Application under sections 230-232 of Companies Act, 2013 for Scheme of Arrangement by way of Amalgamation between two applicant companies.

Analysis:
1. Background and Application: The judgment pertains to a joint application by two companies, referred to as the Demerged Company and the Resulting Company, under sections 230-232 of the Companies Act, 2013, for a Scheme of Arrangement by way of Amalgamation. The application includes affidavits, details of the companies' incorporation, authorized and paid-up share capital, object clauses, and financial accounts.

2. Approval and Resolutions: Both companies have approved the proposed Scheme of Arrangement through respective board meetings. The Demerged Company has 7 Equity Shareholders and 3 Secured Creditors, while the Resulting Company has 4 Equity Shareholders and no Secured Creditors. The companies have provided consents and details of creditors, seeking dispensation from convening meetings based on the consents received.

3. Accounting Compliance: The application includes certificates from Chartered Accountants certifying the accounting treatment specified in the scheme is in conformity with Accounting Standards under Section 133 of the Companies Act, ensuring compliance with financial reporting requirements.

4. Directions and Dispensation: The Tribunal issues directions regarding convening or dispensing with meetings of Shareholders, Secured and Unsecured Creditors for both companies. For the Demerged Company, meetings are dispensed with due to consents received from Equity Shareholders and Secured Creditors, while no Unsecured Creditors are present. Similarly, for the Resulting Company, meetings are dispensed with as there are no Secured or Unsecured Creditors, and consents have been obtained from Equity Shareholders.

5. Notice and Compliance: The judgment mandates serving notices to relevant authorities such as the Regional Director, Registrar of Companies, Official Liquidator, Income Tax Department, and other sectoral regulators to ensure compliance with legal procedures and disclosure requirements.

6. Conclusion: The Tribunal allows the application on the specified terms, indicating a favorable disposition towards the proposed Scheme of Arrangement by way of Amalgamation between the Demerged Company and the Resulting Company, subject to compliance with the directions and notices outlined in the judgment.