2020 (12) TMI 197 - Tri - Companies Law

Amalgamation of Companies Approved under Companies Act, 2013

The joint application for amalgamation of four Transferor Companies with a Transferee Company under the Companies Act, 2013 was approved by the Board of ... Approval of Scheme of Arrangement by way of Amalgamation - Sections 230-232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT:- Directions with respect to convening/holding or dispensing with the meetings of the Shareholders, Secured and Unsecured Creditors as well as issue of notices including by way of paper publication, issued. Application allowed. Issues Involved:1. Approval of the Scheme of Amalgamation.2. Dispensation of meetings for equity shareholders, secured creditors, and unsecured creditors.3. Compliance with statutory requirements and notifications to regulatory authorities.Detailed Analysis:1. Approval of the Scheme of Amalgamation:The joint application was filed by four Transferor Companies (GDR Homestyles Private Limited, Learning Shades Private Limited, Hyson Infotech Private Limited, and KSA Hotels & Resorts Private Limited) to be merged with GDR Home Fashions Private Limited (Transferee Company) under Sections 230-232 and other applicable provisions of the Companies Act, 2013. The Scheme of Arrangement by way of Amalgamation was proposed among the applicants and was unanimously approved by the Board of Directors of the respective companies on 31st January 2020.2. Dispensation of Meetings:Transferor Company-1/Applicant Company No.1:- Equity Shareholders: The company has 4 equity shareholders, all of whom have given their consents by way of affidavits holding 100% of the voting share. Therefore, convening the meeting of shareholders is dispensed with.- Secured Creditors: The company has no secured creditors, thus no meeting is required.- Unsecured Creditors: The company has 18 unsecured creditors, with consents from 15 creditors holding 97% of the total debt. Therefore, convening the meeting of unsecured creditors is dispensed with.Transferor Company-2/Applicant Company No.2:- Equity Shareholders: The company has 3 equity shareholders, all of whom have given their consents by way of affidavits holding 100% of the voting share. Therefore, convening the meeting of shareholders is dispensed with.- Secured Creditors: The company has no secured creditors, thus no meeting is required.- Unsecured Creditors: The company has 1 unsecured creditor who has given consent holding 100% of the total debt. Therefore, convening the meeting of unsecured creditors is dispensed with.Transferor Company-3/Applicant Company No.3:- Equity Shareholders: The company has 2 equity shareholders, all of whom have given their consents by way of affidavits holding 100% of the voting share. Therefore, convening the meeting of shareholders is dispensed with.- Secured Creditors: The company has no secured creditors, thus no meeting is required.- Unsecured Creditors: The company has 1 unsecured creditor who has given consent holding 100% of the total debt. Therefore, convening the meeting of unsecured creditors is dispensed with.Transferor Company-4/Applicant Company No.4:- Equity Shareholders: The company has 4 equity shareholders, all of whom have given their consents by way of affidavits holding 100% of the voting share. Therefore, convening the meeting of shareholders is dispensed with.- Secured Creditors: The company has no secured creditors, thus no meeting is required.- Unsecured Creditors: The company has 1 unsecured creditor who has given consent holding 100% of the total debt. Therefore, convening the meeting of unsecured creditors is dispensed with.Transferee Company/Applicant Company No.5:- Equity Shareholders: The company has 6 equity shareholders, all of whom have given their consents by way of affidavits holding 100% of the voting share. Therefore, convening the meeting of shareholders is dispensed with.- Secured Creditors: The company has 4 secured creditors, all of whom have given their consents by way of affidavits holding 100% of the total debt. Therefore, convening the meeting of secured creditors is dispensed with.- Unsecured Creditors: The company has 66 unsecured creditors, with consents from 38 creditors holding 94.6% of the total debt. Therefore, convening the meeting of unsecured creditors is dispensed with.3. Compliance with Statutory Requirements and Notifications to Regulatory Authorities:The Tribunal directed that notices of the application be served on the following statutory authorities:- Regional Director, Ministry of Corporate Affairs- Registrar of Companies- Official Liquidator- Income Tax Department- Any other sectoral regulators as required.The application was allowed on the aforementioned terms and disposed of accordingly.