2022 (3) TMI 285 - Tri - Companies Law

Sanction of Scheme of Arrangement by way of Amalgamation - section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with rule 3 5 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Various directions with respect to calling, convening and holding of the meetings of the shareholders, Secured and Unsecured Creditors or dispensing with the same are issued - directions with regard to issuance of notices also issued. The scheme is approved - application allowed.

Summary

Issues:
Application for amalgamation under sections 230-232 of Companies Act, 2013, dispensation of meetings with shareholders and creditors, approval of Scheme of Arrangement by way of Amalgamation, compliance with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

Analysis:
1. Application for Amalgamation: The application was filed by two companies, a Transferor Company and a Transferee Company, under sections 230-232 of the Companies Act, 2013, seeking approval for a Scheme of Arrangement by way of Amalgamation. The purpose was to merge the Transferor Company with the Transferee Company, as indicated in the application and the Scheme annexed to it.

2. Consent of Shareholders and Creditors: Both companies obtained consent from their shareholders through affidavits in favor of the proposed merger. The Transferor Company had no Secured or Unsecured Creditors, and the Transferee Company had one Unsecured Trade creditor, whose outstanding balance had been settled in the ordinary course of business. Consequently, the companies sought dispensation of meetings with shareholders and creditors.

3. Company Details: Detailed information about the Transferor and Transferee Companies was provided, including their incorporation dates, name changes, and relevant registration details. The Memorandum and Articles of Association, financial statements, and auditor certificates were submitted, demonstrating compliance with legal requirements.

4. Board Approval and Appointed Date: The Board of Directors of both companies had approved the proposed Scheme of Amalgamation in meetings held on 16th November 2019. The appointed date specified in the Scheme was 31st March 2019, subject to the Tribunal's directions.

5. Undertakings and Directions: Both companies provided undertakings regarding pending investigations and liabilities. The Tribunal, after reviewing the application and documents, issued directions dispensing with the meetings of shareholders and creditors for both companies, as all necessary consents and conditions were met.

6. Final Decision: The Tribunal allowed the joint application, approving the amalgamation and dispensing with the meetings of shareholders and creditors for both the Transferor and Transferee Companies. The order was to be served to the concerned parties, concluding the legal judgment.

This detailed analysis encompasses the key aspects of the judgment, including the application for amalgamation, consent of stakeholders, company details, board approvals, undertakings, and the final decision of the Tribunal.