2022 (5) TMI 437 - Tri - Companies Law

Seeking sanction of Scheme of Amalgamation - section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - 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:
Joint application for Scheme of Amalgamation under Companies Act, 2013 - Dispensation of meeting of Equity Shareholders and Creditors - Detailed analysis for each Transferor and Transferee Company.

Transferor Company - 1:
- 2 Equity Shareholders with consents by way of Affidavits obtained, dispensing with meeting.
- NIL Secured, Unsecured Loan, and Unsecured Trade Creditors, no necessity for meeting.

Transferor Company - 2:
- 3 Equity Shareholders with consents obtained, meeting dispensation.
- NIL Secured, Unsecured Loan Creditors, 2 Unsecured Trade Creditors with consents, meeting dispensation.

Transferee Company:
- 2 Equity Shareholders with consents obtained, meeting dispensation.
- NIL Secured Creditors, 1 Unsecured Loan Creditor, 1 Unsecured Trade Creditor with consents, meeting dispensation.

The joint application by the Applicant Companies, Transferor Company-1, Transferor Company-2, and Transferee Company, sought dispensation of meetings for Equity Shareholders and Creditors under Sections 230-232 of the Companies Act, 2013, for a proposed Scheme of Amalgamation. The application included affidavits, certificates by Chartered Accountants, and consents for dispensation. Transferor Company-1 had 2 Equity Shareholders with consents and NIL Creditors, eliminating the need for a meeting. Transferor Company-2 had 3 Equity Shareholders with consents and NIL Creditors except for 2 Unsecured Trade Creditors, also dispensing with the meeting. The Transferee Company had 2 Equity Shareholders with consents and minimal Creditors, meeting the requirements for dispensation. The Tribunal examined the application, company details, financial statements, and resolutions approving the Scheme. The appointed date was set, and the Statutory Auditors certified compliance with accounting standards. Directions were issued for each company regarding Equity Shareholders and Creditors, dispensing with meetings based on representations and consents. The Applicant Companies were directed to submit the Company Petitions within 14 days, and the application was allowed.