2022 (1) TMI 169 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Section 230(1) read with Section 232(1) of the Companies Act, 2013 - HELD THAT - Various directions with regard to holding convening and dispensing with various meetings issued - the scheme is approved - application allowed.

Summary

Issues:
Application for orders and directions under Section 230(1) read with Section 232(1) of the Companies Act, 2013 for Scheme of Amalgamation.

Analysis:
The judgment pertains to an application filed for orders and directions under Section 230(1) read with Section 232(1) of the Companies Act, 2013 regarding the Scheme of Amalgamation of two companies. The application seeks directions for meetings of shareholders and creditors in connection with the proposed amalgamation. The Transferor Company, Applicant No. 1, is to be amalgamated with the Transferee Company, Applicant No. 2, from the Appointed Date, as outlined in the Scheme of Amalgamation.

The application highlights that the shares of the Applicant Companies are not listed, and both companies have specified classes of shareholders and creditors. All Equity Shareholders of both Applicant Companies have already given their consent to the Scheme through affidavits attached to the application. Additionally, there are no Secured, Unsecured Creditors, or any other Liability Holders in either of the Applicant Companies, as confirmed by Auditor's certificates provided with the application.

Based on the submissions and documents presented, the Tribunal grants the application and issues the following orders: (a) Dispensing with the meetings of Equity Shareholders who have consented to the Scheme via affidavits. (b) Dispensing with the need for consent from Secured, Unsecured Creditors, and Liability Holders due to the absence of such creditors in the Applicant Companies. (c) No meetings are required to be held in this regard.

Furthermore, the judgment directs the service of notices under Section 230(5) of the Companies Act, 2013 to relevant authorities within three weeks, along with necessary documents related to the Scheme of Amalgamation. The Applicants are required to file an affidavit proving the service of notices and compliance with all directions provided in the order. The application, identified as Company Application (CAA) No. 193/KB/2021, is disposed of accordingly, and an urgent certified copy of the order is to be supplied to the parties upon compliance with formalities.