2021 (2) TMI 17 - Tri - Companies Law

Scheme of Amalgamation Approved without Shareholder Meetings

In Re : B.H. Enterprises Pvt. Ltd., Kajalgaon Carbon Pvt. Ltd., Subhag Power Pvt. Ltd. and Subhag Projects Pvt. Ltd. Versus

In Re : B.H. Enterprises Pvt. Ltd., Kajalgaon Carbon Pvt. Ltd., Subhag Power Pvt. Ltd. and Subhag Projects Pvt. Ltd. Versus - TMI Issues Involved:1. Admission of the application.2. Dispensation with meetings of Equity Shareholders.3. Dispensation with meetings of Secured Creditors.4. Dispensation with meetings of Unsecured Creditors.5. Service of notice to regulatory authorities.6. Sanction of the Scheme of Amalgamation.Detailed Analysis:1. Admission of the Application:The application was filed under Sections 230 to 232 of the Companies Act, 2013, seeking various reliefs, including the admission of the application for hearing by the Tribunal.2. Dispensation with Meetings of Equity Shareholders:The Tribunal was requested to dispense with the convening and holding of separate meetings of Equity Shareholders of both the Transferee Company and the Transferor Companies. This request was based on the fact that all Equity Shareholders had given their written consents via affidavits adopting the Scheme of Amalgamation without any modifications.3. Dispensation with Meetings of Secured Creditors:The Tribunal was asked to declare that there was no requirement for holding meetings of Secured Creditors for the Transferee Company and the Transferor Companies as there were NIL Secured Creditors in these companies.4. Dispensation with Meetings of Unsecured Creditors:The Tribunal was requested to dispense with the meetings of Unsecured Creditors of the Transferee Company and the Transferor Companies. The Unsecured Creditors representing more than 90% in value had given their written consents via affidavits adopting the Scheme of Amalgamation without any modifications.5. Service of Notice to Regulatory Authorities:The Tribunal ordered the Applicant Companies to issue notices in Form No.CAA.3 to the Central Government through the Regional Director, Ministry of Corporate Affairs, Registrar of Companies, Official Liquidator, Income Tax Authorities, and Competition Commission of India. These authorities were to make any representations within 30 days from the receipt of the notice, failing which it would be presumed they had no objections.6. Sanction of the Scheme of Amalgamation:The object of the application was to obtain the Tribunal's sanction for the Scheme of Amalgamation, where the Transferor Companies would merge with the Transferee Company with an appointed date of 01st April 2020. The reasons for the amalgamation included establishing a single company, consolidating business activities, achieving economies of scale, and enhancing profitability and resource utilization. The Board of Directors of each company had approved the scheme, and it was stated that the assets were sufficient to meet liabilities without adversely affecting creditors' rights.The Tribunal, having heard the advocate for the Applicant Companies and considering the consent affidavits from shareholders and creditors, dispensed with the meetings of Shareholders, Secured, and Unsecured Creditors. The application was allowed, subject to the directions for issuing notices to regulatory authorities and filing a compliance report.Conclusion:The Tribunal allowed the application and sanctioned the Scheme of Amalgamation, directing the Applicant Companies to issue notices to regulatory authorities and file a compliance report. The meetings of Shareholders, Secured, and Unsecured Creditors were dispensed with, considering the consents received.