2021 (10) TMI 1087 - Tri - Companies Law

Approval of scheme of amalgamation and arrangement - sections 230-232 of the Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - 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.

Summary

Issues: Application for amalgamation and arrangement under Companies Act, 2013.

Analysis:
1. The application was filed by multiple applicant-companies seeking reliefs under sections 230-232 of the Companies Act, 2013, for a scheme of amalgamation and arrangement.
2. The applicant-companies requested dispensation of meetings for equity shareholders, creditors, and secured creditors of the transferor and transferee companies.
3. Affidavits were filed by directors of the applicant-companies, confirming the details of shareholders and creditors, seeking dispensation from holding meetings.
4. Detailed information regarding equity shareholders, secured creditors, and unsecured creditors of each transferor and transferee company was provided along with certificates from chartered accountants.
5. The scheme involved transferor companies with 2 equity shareholders each, nil secured creditors, and a few unsecured creditors, seeking dispensation from meetings.
6. The transferee company had 9 equity shareholders, 1 secured creditor, and 75 unsecured creditors, with consents obtained from the majority of unsecured creditors for dispensation from meetings.
7. The Tribunal reviewed the application, connected documents, and the proposed scheme, ensuring compliance with legal provisions.
8. The Tribunal examined the incorporation details, share capital, and financial statements of all involved companies to assess the scheme's feasibility.
9. The board of directors of the applicant-companies unanimously approved the proposed scheme, with resolutions passed and recorded.
10. The appointed date for the scheme was specified as April 1, 2020.
11. Statutory auditors certified compliance with Accounting Standards under section 232 of the Companies Act, 2013.
12. The Tribunal issued directions for each company regarding dispensation from holding meetings for shareholders, secured creditors, and unsecured creditors based on representations made by the applicant-companies.
13. As all requirements were met, the Tribunal allowed the application for amalgamation and arrangement under the Companies Act, 2013.