Approval of Amalgamation Scheme: Equity & Secured Creditors Consent, Unsecured Creditors Involvement, Compliance Reports

The judgment approved the scheme for the amalgamation of two companies, dispensing with meetings for equity shareholders and secured creditors based on consent affidavits. Unsecured creditors' involvement was specified, with notices to be issued to them as per the Companies Act, 2013. The proposed merger by absorption will not affect unsecured creditors, who are instructed to be informed and allowed to submit representations. The companies were directed to serve notices to various authorities and the Official Liquidator, with chartered accountants appointed to assist in scrutinizing accounts. Compliance reports on notice issuance were required.

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Issues:
1. Amalgamation of two companies
2. Dispensation of meetings for equity shareholders and secured creditors
3. Unsecured creditors' involvement in the proposed scheme
4. Notices to be served to various authorities and the Official Liquidator

Amalgamation of Two Companies:
The judgment pertains to a scheme for the amalgamation of two companies, where OCS Technical Solutions India Private Limited is the Transferor Company and Fassco International (India) Private Limited is the Transferee Company. The appointed date for the scheme is 1st April 2019. The Applicant Companies are engaged in catering, housekeeping, support services, and providing catering facilities to airlines, restaurants, and hotels in Mumbai.

Dispensation of Meetings:
The Advocate for the Applicant Companies requested the dispensation of meetings for equity shareholders and secured creditors, which was approved based on the consent affidavits submitted by the shareholders. As there are no secured creditors, the need for their meeting is deemed unnecessary. However, there are 32 unsecured creditors in the First Applicant Company and 1 unsecured creditor in the Second Applicant Company. The meeting of unsecured creditors is dispensed with, but the companies are directed to issue notices to the unsecured creditors as per the Companies Act, 2013.

Involvement of Unsecured Creditors:
The judgment specifies that the unsecured creditors will not be affected by the proposed scheme of merger by absorption, as no arrangement is envisaged with them. The Applicant Companies are instructed to issue notices to the unsecured creditors as per Section 230(3) of the Companies Act, 2013, ensuring that the creditors are informed and can submit representations to the Tribunal.

Notices to Authorities and Official Liquidator:
The Applicant Companies are directed to serve notices to various authorities, including the Central Government, Registrar of Companies, Income Tax Authorities, Reserve Bank of India, and the Official Liquidator, as per the Companies Act, 2013. Additionally, the Tribunal appoints chartered accountants to assist the Official Liquidator in scrutinizing the books of accounts of the First Applicant Company. The companies are required to file a compliance report confirming the issuance of notices to relevant parties.

In conclusion, the judgment addresses the amalgamation of two companies, dispensation of meetings for shareholders and creditors, involvement of unsecured creditors, and the issuance of notices to authorities and the Official Liquidator as part of the proposed scheme.

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