2021 (11) TMI 758 - Tri - Companies Law

Sanction of Scheme of amalgamation of the transferor companies into the transferee company (Scheme) - Section 230, 232 of the Companies Act, 2013 - HELD THAT - Various directions with regard to holding, convening and dispensation with various meetings issued - directions for issuance of notices also given. The scheme is approved - application allowed.

Summary

Issues Involved:
1. Sanctioning of Scheme of amalgamation under Sections 230 and 232 of the Companies Act, 2013.
2. Dispensation of meetings for secured and unsecured creditors.
3. Directions for compliance and advertisement of the hearing.

Analysis:

Issue 1: Sanctioning of Scheme of amalgamation under Sections 230 and 232 of the Companies Act, 2013
The Company Petition was filed seeking approval for the Scheme of amalgamation of transferor companies into the transferee company. The Tribunal had previously directed meetings of shareholders of both transferor and transferee companies. The transferor company had 6 Unsecured Creditors, with 90% consenting to the scheme, thus dispensing with the need for a meeting. However, the transferee company had 110 Unsecured Creditors, with only 12 giving consent affidavits, necessitating a meeting as per Section 230(9). The present second motion petition was filed for fixing a hearing date and other consequential directions as per Sections 230 to 232 of the Act.

Issue 2: Dispensation of meetings for secured and unsecured creditors
The Tribunal directed the petitioner company to comply with various directions, including fixing the date of the hearing, advertising the notice in newspapers, and serving notices to relevant authorities and objectors. The petitioner company was required to file an affidavit of compliance regarding publication and service of notices, and any objections to the Scheme were to be filed before the hearing date. The petitioner company was also instructed to comply with the provisions of Section 232 or Section 230 of the Companies Act, 2013, as applicable, by filing the required auditor's certificate before the hearing date.

Issue 3: Directions for compliance and advertisement of the hearing
The Tribunal provided detailed directions for compliance, including serving notices to specific authorities, regulators, and objectors within specified timelines. The next hearing date for the approval of the Scheme of Amalgamation was set for 01.12.2021. The registry was directed to issue notices to the specified authorities, and a copy of the order was to be served to the parties involved.

In conclusion, the judgment addressed the procedural aspects of sanctioning the Scheme of amalgamation under the Companies Act, 2013, ensuring compliance with legal requirements and providing directions for the upcoming hearing and related notifications.