2022 (5) TMI 23 - Tri - Companies Law

Sanction of Scheme of Amalgamation for merger - Sections 230-232 and other applicable provisions 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 Involved:

1. Approval of the Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013.
2. Dispensation of meetings for Equity Shareholders, Preference Shareholders, Secured Creditors, and Unsecured Creditors.
3. Compliance with statutory requirements and notices to Regulatory Authorities and Creditors.

Issue-wise Detailed Analysis:

1. Approval of the Scheme of Amalgamation:

The Scheme of Amalgamation involves the merger of Shapoorji Pallonji Roads Private Limited (SPRPL), Shapoorji Pallonji Solar Holdings Private Limited (SPSHPL), and Shapoorji Pallonji Infrastructure (Gujarat) Private Limited (SPIGPL) with Shapoorji Pallonji Infrastructure Capital Company Private Limited (SPICCPL). The Scheme aims to integrate business operations, reduce overheads, and enhance organizational efficiency. The Board of Directors of the Applicant Companies approved the Scheme on 21.12.2021, with an appointed date of 1st April 2021. The rationale includes the consolidation of activities, reduction in legal compliances, elimination of administrative functions, and improved internal controls. The Scheme ensures that the interests of shareholders and creditors are not prejudiced, with no reduction in amounts payable to creditors or adverse changes in terms.

2. Dispensation of Meetings:

The Authorized Representative requested the dispensation of meetings for Equity Shareholders of the First, Second, Third, and Fourth Applicant Companies based on Consent Affidavits from shareholders. Similarly, the meetings of Preference Shareholders of the First and Fourth Applicant Companies were also sought to be dispensed with due to written consent affidavits. The Tribunal noted that the Transferor Companies are wholly owned subsidiaries of the Transferee Company, and no consideration is required for the Scheme. The Tribunal allowed the dispensation of meetings for Equity Shareholders, Preference Shareholders, Secured Creditors, and Unsecured Creditors, as there is no compromise or arrangement with creditors, and the assets of the Transferee Company will be sufficient to discharge their claims.

3. Compliance with Statutory Requirements and Notices:

The Tribunal directed the Applicant Companies to send individual notices to all Secured and Unsecured Creditors, enclosing a copy of the Scheme, with a direction to submit representations within thirty days. Notices should also be advertised in two local newspapers. The Applicant Companies must serve notice of the Application and Scheme to the Regional Director, Registrar of Companies, and Income Tax Authority. If no response is received within thirty days, it will be presumed that there are no objections. Additionally, the Transferor Companies must serve notice to the Official Liquidator, who will scrutinize the books of accounts for the last five years. The Tribunal appointed B.A. Ved & Company as auditors to assist the Official Liquidator. The Applicant Companies are required to file an Affidavit of Service to prove compliance with the directions.

Order:

The Tribunal allowed the Application, dispensing with the meetings of Equity Shareholders, Preference Shareholders, Secured Creditors, and Unsecured Creditors. The Applicant Companies must send individual notices to all creditors and regulatory authorities, advertise in local newspapers, and file an Affidavit of Service to prove compliance with the Tribunal's directions.