2022 (2) TMI 306 - Tri - Companies Law

Scheme of Amalgamation Jurisdiction and Compliance: Shareholder Consent, Creditor Meetings, Legal Compliance

The National Company Law Tribunal, New Delhi Bench, has jurisdiction over the case involving the proposed Scheme of Amalgamation between Transferor ... Sanction of Scheme of Amalgamation - Sections 230 and 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016 - HELD THAT:- The directions with regard to holding, convening and dispensing with various meetings issued - directions with regard to issuance of various notices also issued. The scheme is approved - Application allowed. Issues Involved:1. Jurisdiction of the Tribunal2. Details and incorporation of applicant companies3. Purpose and benefits of the proposed Scheme of Amalgamation4. Shareholders and creditors of the Transferor and Transferee Companies5. Approval and consent from shareholders and creditors6. Compliance with statutory requirements7. Directions for meetings of shareholders and creditors8. Appointment of Chairperson, Alternate Chairperson, and Scrutinizer9. Notice and advertisement of meetings10. Reporting of meeting results to the Tribunal11. Service of notice to relevant authorities12. Compliance with applicable laws and regulationsDetailed Analysis:1. Jurisdiction of the Tribunal:The registered office of all the applicant companies is situated in New Delhi, bringing the subject matter within the jurisdiction of the National Company Law Tribunal, New Delhi Bench.2. Details and Incorporation of Applicant Companies:- Transferor Company 1 was incorporated on 10.05.2010 under the name 'BHUJADARI VINCOM PRIVATE LIMITED' with an authorized share capital of Rs. 3,00,000 and issued, subscribed, and paid-up capital of Rs. 2,85,000.- Transferor Company 2 was incorporated on 08.02.2010 under the name 'ROSEBUD TRADELINK PRIVATE LIMITED' with an authorized share capital of Rs. 32,00,000 and issued, subscribed, and paid-up capital of Rs. 31,34,500.- Transferee Company was incorporated on 25.07.2013 under the name 'UNICURE INDIA LIMITED' with an authorized share capital of Rs. 120,00,00,000 and issued, subscribed, and paid-up capital of Rs. 7,47,70,000.3. Purpose and Benefits of the Proposed Scheme of Amalgamation:The amalgamation aims to align the businesses of the Transferor Companies and the Transferee Company, resulting in benefits such as pooling resources, achieving cost savings, avoiding duplication of regulatory compliances, greater economies of scale, and enhanced efficiency in cash management.4. Shareholders and Creditors of the Transferor and Transferee Companies:- Transferor Company 1: 3 Equity Shareholders, 2 unsecured creditors (Rs. 43,284), and no secured creditors.- Transferor Company 2: 2 Equity Shareholders, 3 unsecured creditors (Rs. 13,39,895), and no secured creditors.- Transferee Company: 28 Equity Shareholders, 2 secured creditors, and 712 unsecured creditors.5. Approval and Consent from Shareholders and Creditors:- Transferor Company 1: 100% written consent from equity shareholders and unsecured creditors obtained.- Transferor Company 2: 100% written consent from equity shareholders and unsecured creditors obtained.- Transferee Company: 100% written consent from equity shareholders and secured creditors obtained. No NOC from unsecured creditors; meeting to be convened.6. Compliance with Statutory Requirements:All applicant companies filed respective Memoranda and Articles of Associations and latest audited financial statements. Affidavits confirming no pending proceedings under the Companies Act were submitted.7. Directions for Meetings of Shareholders and Creditors:- Transferor Company 1: Meetings of equity shareholders and unsecured creditors dispensed with.- Transferor Company 2: Meetings of equity shareholders and unsecured creditors dispensed with.- Transferee Company: Meetings of equity shareholders and secured creditors dispensed with. Meeting of unsecured creditors to be held via Video Conferencing/Other Audio Visual Means within 45 days, with a quorum of 75% in value.8. Appointment of Chairperson, Alternate Chairperson, and Scrutinizer:- Chairperson: Karan Malhotra- Alternate Chairperson: Pankaj Kumar Singhal- Scrutinizer: Vijay Kumar SharmaFees for the Chairperson, Alternate Chairperson, and Scrutinizer were specified.9. Notice and Advertisement of Meetings:Notices to be sent 30 days in advance via registered post, speed post, courier, or email. Advertisements to be published in 'Business Standard' (English) and 'Hindustan' (Hindi) newspapers.10. Reporting of Meeting Results to the Tribunal:The Chairperson is responsible for reporting the meeting results to the Tribunal within two weeks of the meeting's conclusion.11. Service of Notice to Relevant Authorities:Notices to be served on the Central Government, Registrar of Companies, Official Liquidator, Income Tax Department, SEBI, NSE, BSE, and other relevant sectoral regulatory authorities.12. Compliance with Applicable Laws and Regulations:All directions to be complied with as per the Companies (Compromises, Arrangements, Amalgamations) Rules, 2016, and the Companies Act, 2013. The application CA (CAA) 63 (ND) of 2021 is allowed in terms of the order.