2022 (3) TMI 284 - Tri - Companies Law

Sanction of Scheme of arrangement in the nature of Merger - Sections 230-232 and other relevant provisions of the Companies Act, 2013 read with Rule 3 of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016 - HELD THAT - Various directions with regard t holding, convening and dispensing with various notices issued - directions with regard to issuance of notices also issued. The scheme is approved - application allowed.

Summary

Issues:
1. Application filed jointly by two companies seeking directions for dispensing meetings of shareholders and creditors for a merger scheme.
2. Details of the applicant transferor company and transferee company provided.
3. Empowerment of companies to enter into a Scheme of Arrangement.
4. Valuation report and compliance certificates submitted.
5. Approval of the merger scheme by the Board of Directors.
6. Details of shareholders and creditors of both companies.
7. Exemption from issuing notices to certain authorities.
8. Confirmation of no pending proceedings against the companies.

Analysis:
1. The application was filed jointly by two companies under Sections 230-232 of the Companies Act, 2013, seeking directions to dispense meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors for a merger scheme. The companies were Chandarana Shares & Stocks Private Limited (Transferor Company) and Marwadi Chandarana Intermediaries Brokers Private Limited (Transferee Company).

2. The applicant transferor company, incorporated in 2015, had an authorized share capital of ?10,00,000 divided into 1,00,000 equity shares. The applicant transferee company, incorporated in 2018, had an authorized share capital of ?25,00,00,000 divided into 2,50,00,000 equity shares. Both companies provided details of their business activities and financial statements.

3. Both companies were empowered by their Memorandum of Association to enter into the Scheme of Arrangement. The companies' registered offices were in Gujarat, giving the tribunal jurisdiction to entertain the application.

4. The companies submitted a Valuation Report and compliance certificates issued by the statutory auditor, confirming adherence to Section 133 of the Companies Act, 2013.

5. The proposed merger scheme was approved by the Board of Directors of both companies through separate resolutions. Details of the shareholders and creditors of both companies were provided, along with their consents for the merger scheme.

6. The companies sought dispensation for holding meetings of shareholders and creditors based on consent affidavits provided. The tribunal dispensed with the need for meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors for both companies.

7. Certain exemptions were claimed, such as no requirement to issue notices to stock exchanges, SEBI, RBI, or under the Competition Act, 2002. However, in-principle approvals were obtained from relevant exchanges for the proposed scheme.

8. The application confirmed no pending proceedings or investigations against the companies under any provisions of the Act. The tribunal passed the order allowing and disposing of the application, directing compliance with specific authorities and regulatory bodies as per the Act and Rules.