2020 (12) TMI 199 - Tri - Companies Law

Tribunal Approves Amalgamation Scheme under Companies Act, 2013

The Tribunal approved the Scheme of Amalgamation proposed by multiple applicant companies under the Companies Act, 2013. The Board of Directors of all ... Approval of Scheme of Arrangement by way of Amalgamation - section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT:- Directions with respect to calling, convening and holding of the meetings of the Shareholders, Secured and Unsecured Creditors or dispensing with the same as well as issue of notices including by way of paper publication, issued. Application allowed. Issues Involved:1. Jurisdiction and Authorization2. Details of Transferor and Transferee Companies3. Approval of the Scheme of Amalgamation4. Shareholders' and Creditors' Consents5. Directions for Meetings and NoticesIssue-wise Detailed Analysis:1. Jurisdiction and Authorization:The application was jointly filed by multiple applicant companies under sections 230-232 of the Companies Act, 2013, and other applicable provisions. An affidavit by Mr. Sanjeev Kumar, authorized by board resolutions dated 20.01.2020, confirmed that all applicant companies' registered offices fall within the jurisdiction of the Registrar of Companies, NCT of New Delhi & Haryana, and thus within the territorial jurisdiction of the Tribunal.2. Details of Transferor and Transferee Companies:The judgment details the incorporation, registered office, and share capital of each Transferor Company (PJS Energy Private Limited, Adidev Coal Private Limited, Goodbridge Construction Private Limited, Iskcon Industrial Consultancy Private Limited, S K Y Gases Private Limited, Iskcon Finance Company Private Limited) and the Transferee Company (AJ Energy Private Limited). Each company was incorporated under the Companies Act, 1956, with specific CIN numbers and registered offices located in Delhi.3. Approval of the Scheme of Amalgamation:The Board of Directors of all six Transferor Companies and the Transferee Company unanimously approved the proposed Scheme of Amalgamation on 20.01.2020. The appointed date for the Scheme was specified as 01st April 2019, subject to the Tribunal's directions.4. Shareholders' and Creditors' Consents:The judgment details the number of shareholders and creditors for each company, along with the consents obtained:- Transferor Company No. 1: Four shareholders, 30 unsecured creditors. Shareholders' meeting dispensed; unsecured creditors' meeting required.- Transferor Company No. 2: Two shareholders, 15 unsecured creditors. Shareholders' meeting dispensed; unsecured creditors' meeting required.- Transferor Company No. 3: Two shareholders, five unsecured creditors. Both meetings dispensed.- Transferor Company No. 4: Four shareholders, 27 unsecured creditors. Shareholders' meeting dispensed; unsecured creditors' meeting required.- Transferor Company No. 5: Three shareholders, no creditors. Both meetings dispensed.- Transferor Company No. 6: Five shareholders, nine unsecured creditors. Shareholders' meeting dispensed; unsecured creditors' meeting required.- Transferee Company: Four shareholders, 44 unsecured creditors. Shareholders' meeting dispensed; unsecured creditors' meeting required.5. Directions for Meetings and Notices:The Tribunal issued specific directions for convening and holding meetings:- Transferor Company No. 1: Unsecured creditors' meeting on 16.01.2021 at 10:00 A.M. via CISCO Webex.- Transferor Company No. 2: Unsecured creditors' meeting on 16.01.2021 at 11:30 A.M. via CISCO Webex.- Transferor Company No. 3: Unsecured creditors' meeting dispensed.- Transferor Company No. 4: Unsecured creditors' meeting on 16.01.2021 at 01:00 P.M. via CISCO Webex.- Transferor Company No. 5: No meetings required.- Transferor Company No. 6: Unsecured creditors' meeting on 16.01.2021 at 02:30 P.M. via CISCO Webex.- Transferee Company: Unsecured creditors' meeting on 16.01.2021 at 04:00 P.M. via CISCO Webex.Notices of the application were to be served on the Regional Director, Ministry of Corporate Affairs; Registrar of Companies; Official Liquidator; and Income Tax Department, disclosing sufficient details for timely and proper replies.The application was allowed on these terms.