Merger Scheme Approved under Companies Act 2013: Shareholder Consent, No Separate Meetings

The court sanctioned the Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013, allowing the merger of several Transferor Companies with a Transferee Company. All equity shareholders consented to the scheme, eliminating the need for separate approval meetings. Meetings of shareholders, creditors, and debenture holders were dispensed with due to their absence. Directions were given to serve notices to relevant authorities. Company Application CA (CAA) No. 33/KB/2021 was disposed of, with the court ordering compliance with formalities and concluding the legal proceedings on 13th July 2021.

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Issues involved:
1. Sanction of Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013.
2. Consent of shareholders for the proposed Scheme of Amalgamation.
3. Dispensing with meetings of shareholders, secured creditors, unsecured creditors, and debenture holders.
4. Directions for serving notices to relevant authorities.
5. Disposal of Company Application CA (CAA) No. 33/KB/2021.

Detailed Analysis:
1. The judgment pertains to an application for the sanction of the Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013. The application sought the amalgamation of several Transferor Companies with a Transferee Company, detailing the terms and conditions of the merger effective from the Appointed Date of 01.04.2020. The Board of Directors of the involved companies had approved the Scheme of Amalgamation at their respective Board Meetings held on 28.12.2020.

2. The application highlighted that all Equity shareholders of the Transferee and Transferor Companies, collectively holding 100% of the shares, had consented to the Scheme of Amalgamation through affidavits. This consent by the shareholders was crucial in waiving off the requirement of convening and holding separate meetings for approval of the Scheme.

3. The judgment addressed the request for dispensing with meetings of shareholders, secured creditors, unsecured creditors, and debenture holders due to the absence of such stakeholders or liabilities in the companies involved. The Tribunal granted directions to dispense with these meetings based on the verified information provided, including the Auditor's Certificate confirming the absence of secured creditors, unsecured creditors, and debenture holders.

4. Specific directions were issued for serving notices to relevant authorities, including the Central Government, Registrar of Companies, Official Liquidator, High Court at Calcutta, Reserve Bank of India, and Income Tax Department. The notice was required to be served within two weeks from the date of the order, specifying the provisions of the Companies Act, 2013, and the timeline for filing representations, if any, before the Tribunal.

5. Finally, the judgment disposed of Company Application CA (CAA) No. 33/KB/2021 in accordance with the directions provided. The Registry was directed to send copies of the order to all parties involved, and certified copies were to be issued upon compliance with formalities. The judgment was signed on 13th July 2021, marking the conclusion of the legal proceedings related to the Scheme of Amalgamation.

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