Approval of Amalgamation Scheme under Companies Act, 2013: Compliance procedures and hearing guidelines

The Tribunal approved the Scheme of amalgamation under Sections 230 and 232 of the Companies Act, 2013, requiring compliance with specified procedures and advertisement of the hearing. Meetings were dispensed for unsecured creditors of the transferor company due to consent, while a meeting was necessary for the transferee company. Directions were given for compliance, setting a hearing date, and serving notices to relevant parties. The judgment focused on ensuring adherence to legal provisions and outlined steps for the upcoming hearing on 01.12.2021.

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Issues Involved:
1. Sanctioning of Scheme of amalgamation under Sections 230 and 232 of the Companies Act, 2013.
2. Dispensation of meetings for secured and unsecured creditors.
3. Directions for compliance and advertisement of the hearing.

Analysis:

Issue 1: Sanctioning of Scheme of amalgamation under Sections 230 and 232 of the Companies Act, 2013
The Company Petition was filed seeking approval for the Scheme of amalgamation of transferor companies into the transferee company. The Tribunal had previously directed meetings of shareholders of both transferor and transferee companies. The transferor company had 6 Unsecured Creditors, with 90% consenting to the scheme, thus dispensing with the need for a meeting. However, the transferee company had 110 Unsecured Creditors, with only 12 giving consent affidavits, necessitating a meeting as per Section 230(9). The present second motion petition was filed for fixing a hearing date and other consequential directions as per Sections 230 to 232 of the Act.

Issue 2: Dispensation of meetings for secured and unsecured creditors
The Tribunal directed the petitioner company to comply with various directions, including fixing the date of the hearing, advertising the notice in newspapers, and serving notices to relevant authorities and objectors. The petitioner company was required to file an affidavit of compliance regarding publication and service of notices, and any objections to the Scheme were to be filed before the hearing date. The petitioner company was also instructed to comply with the provisions of Section 232 or Section 230 of the Companies Act, 2013, as applicable, by filing the required auditor's certificate before the hearing date.

Issue 3: Directions for compliance and advertisement of the hearing
The Tribunal provided detailed directions for compliance, including serving notices to specific authorities, regulators, and objectors within specified timelines. The next hearing date for the approval of the Scheme of Amalgamation was set for 01.12.2021. The registry was directed to issue notices to the specified authorities, and a copy of the order was to be served to the parties involved.

In conclusion, the judgment addressed the procedural aspects of sanctioning the Scheme of amalgamation under the Companies Act, 2013, ensuring compliance with legal requirements and providing directions for the upcoming hearing and related notifications.

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