Three companies' amalgamation scheme sanctioned under Sections 230-232 of Companies Act 2013, binding all shareholders and creditors

The NCLT Ahmedabad Bench sanctioned a Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013 involving three companies. The tribunal found the scheme genuine, bona fide, and in the interest of shareholders and creditors, satisfying all statutory requirements. The sanctioned scheme is binding on all petitioner companies, their equity and preference shareholders, secured and unsecured creditors, and all parties concerned. The petition was allowed.

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Issues:
Petition under Sections 230 to 232 of the Companies Act, 2013 for sanction of Scheme of Amalgamation.

Analysis:
1. The petitioner companies filed a joint application seeking dispensation of separate meetings of equity shareholders, preference shareholders, secured creditors, and unsecured creditors. The Tribunal dispensed with the requirement for these meetings.

2. The Tribunal directed the petitioner companies to issue statutory notices to relevant authorities. The Regional Director and Official Liquidator filed representations in response to the notice.

3. The petitioner companies sought sanction of the Scheme before the Tribunal. The Tribunal admitted the petitions and ordered the notice of hearing to be advertised, calling for objections.

4. The Regional Director and Official Liquidator provided their representations. The Regional Director confirmed no complaints against the proposed Scheme and stated it was not prejudicial to stakeholders.

5. The Official Liquidator raised concerns regarding typographical errors and clarification on the absence of secured creditors. The petitioner companies provided clarifications and rectified errors as per the Official Liquidator's observations.

6. The Official Liquidator requested directions related to increasing authorized share capital, preserving records, ensuring statutory compliance, and filing necessary documents. The petitioner companies agreed to comply with these directions.

7. After considering all facts and perusing the Scheme and documents, the Tribunal found the requirements of the Companies Act, 2013 were satisfied. The Scheme was deemed genuine, bona fide, and in the interest of stakeholders.

8. The Tribunal allowed the petitions, sanctioned the Scheme of Amalgamation, and declared it binding on the petitioner companies and all concerned parties under the Scheme.

9. Various orders were issued, including directives for preserving records, ensuring statutory compliance, and filing necessary documents. The fees of the Official Liquidator were quantified and payable by the Transferee Company.

10. The Company Petition was disposed of accordingly, with filing and issuance of drawn-up orders dispensed with for immediate action by concerned authorities.

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