2020 (9) TMI 382 - Tri - Companies Law

Streamlining Operations Through Amalgamation: Key Points and Compliance Guidelines

IN RE : ABNCO PROPERTIES PVT LTD, ABAND COMPANY CORPORATE SERVICES LIMITED, MANALI ENTERPRISE PRIVATE LIMITED, MANALI FINVEST LIMITED

The judgment concerns a Scheme of Amalgamation involving four companies, aimed at streamlining operations and enhancing efficiency by eliminating ... Sanction of Amalgamation Scheme - dispensation of various meetings - HELD THAT:- The Transferor Companies to serve notice upon the Official Liquidator, High Court, Bombay pursuant to Section 230(5) of the Companies Act, 2013. The Tribunal is appointing M/s Gondalia & Mandviwalla, Chartered Accountants, having their office at Hamam House, Ambalal Doshi Marg, Fountain, Mumbai 400001, India, Mobile: 022 22634378], with remuneration of ₹ 1,00,000/- (Rupees One Lakh only) inclusive of taxes to assist the Official Liquidator to scrutinize books of Accounts of the Transferor Companies for the last five years. If no response is received by the concerned Tribunal from the Official Liquidator within 30 days it may be presumed that the Official Liquidator, High Court, Bombay at Mumbai has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Issues:1. Scheme of Amalgamation involving multiple companies.2. Approval of the Scheme by the respective Board of Directors.3. Rationale for the Scheme.4. Consent of equity shareholders and dispensation of meetings.5. Unsecured creditors' consent and dispensation of meetings.6. Notice to regulatory authorities and tax authorities.7. Notice to the Official Liquidator and appointment of Chartered Accountants.8. Hosting of notices on respective websites.Scheme of Amalgamation:The judgment pertains to a Scheme of Amalgamation involving four companies, with the Transferor Companies being amalgamated into the Transferee Company. The rationale behind the Scheme includes eliminating cross-holding of shares, canceling shares, and resolving inter-corporate loans among the entities. The companies are under the same management, and the merger aims to streamline operations, reduce managerial overlaps, and enhance financial and operational efficiency.Approval and Consent:The Board Meetings of the Transferor Companies and the Transferee Company approved the Scheme, with the appointed date being 1st April, 2019. The equity shareholders of all companies provided their consent to the Scheme through affidavits and resolutions, leading to the dispensation of equity shareholders' meetings. There are no secured creditors, and unsecured creditors' consent was obtained, dispensing with their meetings as well.Regulatory Compliance:The judgment mandates serving notices to regulatory authorities, tax authorities, and the Official Liquidator as per the Companies Act, 2013. The Tribunal appointed Chartered Accountants to assist the Official Liquidator in scrutinizing the books of accounts of the Transferor Companies. The absence of objections from the authorities within 30 days would imply their no-objection to the proposed Scheme.Website Hosting:The Applicant Companies are required to host notices along with the Scheme on their respective websites, if available, to ensure transparency and dissemination of information. This step enhances the visibility of the Scheme and ensures compliance with regulatory requirements.In conclusion, the judgment details the comprehensive process of approving a Scheme of Amalgamation, including consent from shareholders and creditors, regulatory notifications, and the appointment of professionals to assist in the scrutiny of financial records. The focus is on ensuring transparency, compliance with legal procedures, and the efficient consolidation of business operations through the merger of the involved companies.