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2022 (5) TMI 660 - Tri - Companies LawSanction of the Scheme of Amalgamation - Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 R/w Companies (CAA) Rules, 2016 - HELD THAT - Various directions with regard to holding, convening and dispensation with various meetings issued - directions with regard to issuance with various notices also issued. The scheme is approved - application allowed.
Issues: Second Motion Petition for Scheme of Amalgamation under Companies Act, 2013.
Analysis: 1. The Second Motion Petition was filed by M/s. Flipkart Internet Private Limited seeking sanction for the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013. The Petitioner aimed for the Scheme to be binding on the Shareholders and Creditors of both the Transferor and Transferee Companies. 2. Initially, a First Motion Application was submitted to dispense with the meetings of Equity Shareholders and Unsecured Creditors of the Applicant Company. This application led to the issuance of necessary directions by the Tribunal. The Applicant Company was directed to issue notifications in English and Vernacular languages about the dispensation of meetings. Additionally, provisions were made for any aggrieved party to approach the Tribunal within a specified timeframe. 3. The Tribunal scheduled the Petition for hearing on a specific date and mandated the advertisement of the hearing in two daily newspapers. Furthermore, notices were to be served on Objectors or their representatives as per Section 230(4) of the Companies Act, ensuring ample time for objections to be raised and considered. 4. Apart from public notices, the Petitioner Company was required to serve notices on various Authorities, including the Regional Director of the Ministry of Corporate Affairs, Registrar of Companies, and other relevant entities. The Petitioner had to file an affidavit of service before the hearing, confirming the notifications and service of notices to concerned parties. 5. The Registry was tasked with reporting on any objections received to the proposed Scheme before the scheduled hearing date, emphasizing the importance of compliance with the Companies Act, 2013, and its relevant rules throughout the process.
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