2020 (12) TMI 841 - Tri - Companies Law

Approval of Company Petition for Scheme of Arrangement and Amalgamation under Companies Act, 2013

The joint filing of a Company Petition under Sections 230-232 of The Companies Act, 2013 for a Scheme of Arrangement and Amalgamation was approved by the ... Approval of Scheme of Arrangement and Amalgamation - Section 230-232 of The Companies Act, 2013, read with Rule 15 and 16 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT:- Various directions regarding convening and holding of various meetings issued - directions regarding issuance of various notices, issued - the scheme is approved. The next date of hearing of the Petition shall be on 26.10.2020 for consideration of approval of the Scheme as contemplated between the Petitioner Companies. Issues:1. Joint filing of Company Petition under Sections 230-232 of The Companies Act, 2013 for Scheme of Arrangement and Amalgamation.2. Approval process of the Scheme by Equity Shareholders and Unsecured Creditors.3. Directions for advertisement and service of notices to relevant authorities, objectors, and Sectoral Regulatory Authorities.4. Compliance requirements for the Petitioner Companies before the next hearing date.Detailed Analysis:1. The Company Petition was jointly filed by the Petitioner Companies under Sections 230-232 of The Companies Act, 2013, seeking appropriate orders for admission and fixing a hearing date for the Scheme of Arrangement and Amalgamation. The petition also requested directions for publication of a combined Notice in specified newspapers and service of notices to Central Government, other authorities, and objectors. Additionally, the Petition sought approval of the Compromise and Arrangement as per the Scheme of Amalgamation by Equity Shareholders and Unsecured Creditors, binding on all stakeholders.2. The First Motion application was filed, and directions were issued for convening meetings of Equity Shareholders and Unsecured Creditors of all the Petitioner Companies. The meetings held on a specific date saw unanimous approval of the proposed Scheme by the members present. Reports of the Chairperson regarding the meetings were submitted, reflecting the approval process. Based on submissions and documents, the Tribunal ordered the advertisement of the hearing notice in designated newspapers and service of notices to specified Authorities, Objectors, and Sectoral Regulatory Authorities.3. The Tribunal directed the advertisement of the hearing notice in specific newspapers not less than 10 days before the hearing date. Each Applicant was instructed to serve notices on designated Authorities and Sectoral Regulatory Authorities at least 30 days before the hearing. Notices were also to be served to Objectors or their representatives at least 15 days before the hearing date. The Petitioners were required to file an affidavit of service before the hearing date, and objections, if any, were to be filed by the authorities within the specified timeline.4. The Petitioner Companies were mandated to comply with the provisos of relevant sections of the Companies Act, 2013, by filing the certificate of Statutory auditors before the hearing date. The next hearing date was fixed for consideration of Scheme approval between the Petitioner Companies. The detailed compliance requirements and procedural steps outlined by the Tribunal aimed to ensure transparency, adherence to legal provisions, and fair consideration of objections, if any, in the approval process of the Scheme of Arrangement and Amalgamation.