Tribunal waives shareholder meetings in merger case, Companies Act compliance. Notice to authorities ordered.

The Tribunal decided to dispense with the meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors for both the Transferor and Transferee Companies in an amalgamation case. The Applicant Companies complied with statutory requirements under the Companies Act, 2013, and provided necessary documents. The Tribunal accepted the explanation for not producing a valuation report due to the Transferee Company holding 100% equity shareholding in the Transferor Company. The order directed the Applicant Companies to send notices to relevant authorities and regulators. Case CA(CAA)/07/KOB/2020 was disposed of on February 8, 2021.

---

---

Issues Involved:
1. Dispensation of meetings for Equity Shareholders, Secured and Unsecured Creditors for the approval of the Scheme of Amalgamation.
2. Compliance with statutory requirements under the Companies Act, 2013.

Issue-wise Detailed Analysis:

1. Dispensation of Meetings for Equity Shareholders, Secured and Unsecured Creditors:

The prayer in the Company Application No. CA(CAA)/07/KOB/2020 was to dispense with the convening, holding, and conducting of meetings of the Equity Shareholders, Secured and Unsecured Creditors of both the Applicant Companies for the approval of the Scheme of Amalgamation between Emmel Realtors and Developers Private Ltd (Transferor Company) and MPG Hotels and Infrastructure Ventures Private Ltd (Transferee Company) in view of the affidavits sworn by the Members, Secured and Unsecured creditors of both companies giving their consent to the amalgamation.

The Transferor Company has two shareholders who have given their consent via affidavits. There are no secured creditors, and affidavits from unsecured creditors representing more than 99% in value have been submitted. Similarly, the Transferee Company has five shareholders who have also provided consent affidavits. Affidavits from all secured creditors and 90.75% of unsecured creditors have been submitted.

Based on the consent affidavits submitted, the Tribunal decided to dispense with the meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors for both the Transferor and Transferee Companies.

2. Compliance with Statutory Requirements under the Companies Act, 2013:

The Applicant Companies provided the necessary documents, including the Scheme of Amalgamation, Board Resolutions, audited and unaudited financial statements, and statutory auditors' reports confirming the conformity of the accounting standards with Section 133 of the Companies Act, 2013. The Memorandum of Association of both companies authorizes the amalgamation.

The Tribunal noted that there were no winding-up petitions or other investigations/proceedings pending against the Applicant Companies. The statutory valuation of shares by a Registered Valuer was not produced, but the Tribunal accepted the explanation that no valuation report was required as the Transferee Company holds 100% of the equity shareholding in the Transferor Company.

The Tribunal observed that under Section 230(9) of the Companies Act, 2013, it could dispense with calling a meeting of creditors if creditors holding at least 90% in value agree to the scheme by affidavit. This condition was met for both the Transferor and Transferee Companies.

Order:

A. In relation to the Transferor Company:

(i) Meeting of Equity Shareholders is dispensed with as consent affidavits from both shareholders have been submitted.

(ii) Meeting of Secured Creditors is dispensed with as there are no secured creditors.

(iii) Meeting of Unsecured Creditors is dispensed with as consent affidavits from creditors representing more than 99% in value have been submitted.

B. In relation to the Transferee Company:

(i) Meeting of Equity Shareholders is dispensed with as consent affidavits from all five shareholders have been submitted.

(ii) Meeting of Secured Creditors is dispensed with as consent affidavits from all secured creditors have been submitted.

(iii) Meeting of Unsecured Creditors is dispensed with as consent affidavits from creditors representing 90.75% in value have been submitted.

C. The Applicant Companies are directed to send notices to the Central Government, Income Tax Authorities, Registrar of Companies, Official Liquidator, and other relevant sectoral regulators along with the required documents and disclosures as per the Companies Act, 2013 and relevant rules.

With these directions, CA(CAA)/07/KOB/2020 is disposed of.

Dated this the 8th day of February 2021.

---