2022 (2) TMI 1018 - 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 - directions with regard to issuance of various notices also issued. The scheme is approved - application allowed.

Summary

Issues: Application under Sections 230(1) and 232(1) of the Companies Act, 2013 for orders and directions regarding meetings of shareholders and creditors in connection with a Scheme of Amalgamation.

Detailed Analysis:

1. Background and Application: The application was filed under Sections 230(1) and 232(1) of the Companies Act, 2013 for orders and directions related to meetings of shareholders and creditors concerning the Scheme of Amalgamation of the Transferor Company with the Transferee Company, with the Appointed Date of the Scheme set as 1st April 2021.

2. Submissions by the Applicant/Transferor Company: The Applicant/Transferor Company, being a wholly owned subsidiary of the Transferee Company, highlighted that it is an unlisted company with only one class of shareholders (Equity Shareholders) and one class of creditors (Unsecured Creditors). The Scheme did not propose changes for creditors, and consent affidavits of shareholders and 95.80% of Unsecured Creditors were filed seeking dispensation of their meetings.

3. No Impact on Transferee Company: It was emphasized that there was no compromise or arrangement between the Transferee Company and its shareholders or creditors under the Scheme. As the Transferor Company was a wholly owned subsidiary of the Transferee Company, no reorganization or restructuring of capital was involved, ensuring no change in control or management. The rights of shareholders and creditors of the Transferee Company remained unaffected.

4. Orders by the Tribunal: After reviewing the submissions and documents, the Tribunal allowed the application and made specific orders. Meetings of Equity Shareholders and Unsecured Creditors of the Transferor Company were dispensed with, considering the consent received. The Transferee Company was not required to file a petition for the Scheme's sanction due to no compromise or arrangement with any classes of persons.

5. Notice and Compliance: Directions were given to serve notices under Section 230(5) of the Companies Act, 2013 to relevant authorities within three weeks. The Applicant/Transferor Company was required to file an affidavit proving service of notices and submit a confirmation petition for the Scheme's sanction within three weeks from the order date.

6. Conclusion: The Company Application was disposed of accordingly, ensuring compliance with the Companies Act, 2013 and the specific directions provided by the Tribunal for the Scheme of Amalgamation.