Composite merger scheme approved for meeting directions, with secured creditors of transferor companies dispensed from convening.

A proposed composite scheme of merger and amalgamation under sections 230 to 232 of the Companies Act, 2013 was considered by the NCLT Ahmedabad Bench. The companies established jurisdiction, board approval, absence of winding-up proceedings, no pending investigation or inquiry, and accounting treatment aligned with section 133. On the material placed, meetings of the secured creditors of the transferor companies were dispensed with because those companies had no secured creditors, while meetings of the shareholders, unsecured creditors and the transferee company's secured creditor were directed to be convened. Procedural directions were also issued under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for notice and consideration of the scheme.

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Issues: Whether the meetings of shareholders, unsecured creditors, and the secured creditor of the transferee company were to be convened or dispensed with, and whether directions were to be issued for consideration of the proposed composite scheme of merger and amalgamation.

Analysis: The Scheme was placed for sanction under sections 230 to 232 of the Companies Act, 2013. The companies established jurisdiction, board approval, absence of winding-up proceedings, absence of pending investigation or inquiry, and that the accounting treatment conformed to section 133 of the Companies Act, 2013. The record also showed that the transferor companies had no secured creditors, the unsecured creditors had substantially consented in writing, and the transferee company had only one secured creditor. On that basis, meetings of the secured creditors of the transferor companies were unnecessary, while meetings of shareholders, unsecured creditors, and the secured creditor of the transferee company were directed to be convened with procedural directions under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

Conclusion: The request was allowed, meetings were dispensed with only to the extent of the secured creditors of the transferor companies, and directions were issued for the remaining meetings and notice procedure in support of the proposed scheme.

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