2022 (4) TMI 209 - Tri - Companies Law

Tribunal Confirms Jurisdiction and Approves Amalgamation Scheme for Companies

The Tribunal confirmed jurisdiction over the applicant companies, detailing their corporate information and share capital. Approval was obtained from ... Scheme of Arrangement by way of Amalgamation - dispensing with convening of meetings - consent affidavits of shareholders and creditors - accounting treatment in conformity with Section 133 of Companies Act, 2013 - service of notice on regulatory authorities - appointed dateDispensing with convening of meetings - consent affidavits of shareholders and creditors - Dispensation of convening/holding of meetings of shareholders, secured creditors and unsecured creditors of the Transferor Companies and the Transferee Company was allowed as specified. - HELD THAT: - The Tribunal recorded that each applicant company filed certificates from chartered accountants identifying shareholders and creditors and placed on record affidavits evidencing unanimous consent of all equity shareholders and the relevant unsecured creditors. The Tribunal noted there were no secured creditors for any of the companies. On that basis, and having regard to the affidavits and accompanying certifications, the Tribunal directed that convening of meetings of shareholders and unsecured creditors is dispensed with for Transferor Company 1 through Transferor Company 5 and for the Transferee Company, as particularised in the order, and observed that meetings for secured creditors did not arise because there are no secured creditors. [Paras 14, 15, 16, 17, 21]Convening of meetings of shareholders and unsecured creditors dispensed with for all applicant companies; no meetings required for secured creditors as none exist.Accounting treatment in conformity with Section 133 of Companies Act, 2013 - The accounting treatment proposed in the Scheme of Amalgamation was accepted as being in conformity with the applicable provisions and supported by certificates from the statutory auditors. - HELD THAT: - The petitioner companies filed certificates from their respective statutory auditors certifying that the accounting treatment proposed under the Scheme conforms with the applicable accounting provisions as prescribed under Section 133 of the Companies Act, 2013. The Tribunal recorded the filing of these certificates and accepted that the accounting treatment in the Scheme was in conformity with the said provisions. [Paras 18]Accounting treatment as provided in the Scheme accepted as conforming with the applicable accounting provisions.Service of notice on regulatory authorities - Directions were issued for service of notice of the application on specified regulatory and governmental authorities. - HELD THAT: - The Tribunal directed that notice of the application be served on the Regional Director (MCA), Registrar of Companies, the Official Liquidator and the Income Tax Department (with disclosure of sufficient details for response), and on any other sectoral regulators as required. The Tribunal recorded these service directions to enable regulatory scrutiny and responses as may be appropriate. [Paras 22]Notice to be served on the Regional Director (MCA), ROC, Official Liquidator, Income Tax Department and any other requisite sectoral regulators.Final Conclusion: The joint application for sanction of the Scheme of Amalgamation was allowed on the terms recorded (including dispensation of meetings where consents were filed, acceptance of the accounting treatment, and directions for service of notice); the application is disposed of accordingly. Issues Involved:1. Jurisdiction and territorial domain.2. Corporate details and share capital of Transferor and Transferee Companies.3. Approval and consent from shareholders and creditors.4. Compliance with accounting treatment and statutory requirements.5. Absence of pending legal proceedings.6. Directions for convening/dispensing meetings and notice issuance.Issue-wise Detailed Analysis:1. Jurisdiction and Territorial Domain:The Tribunal confirmed that the registered offices of the applicant companies fall under the jurisdiction of the Registrar of Companies, NCT of New Delhi & Haryana, and within the territorial jurisdiction of the Tribunal.2. Corporate Details and Share Capital of Transferor and Transferee Companies:The judgment provided detailed corporate information for each applicant company. The Transferor Companies (Arudhara Infraprojects Pvt. Ltd., Dhanvan Industries Pvt. Ltd., Five Star Infra and Projects Pvt. Ltd., King Engineers Pvt. Ltd., and Big Infraprojects Pvt. Ltd.) and the Transferee Company (Rite Heavy Machines Pvt. Ltd.) were all incorporated under the Companies Act, 1956. The authorized and paid-up share capital for each company was specified, confirming that they were closely held private limited companies engaged in infrastructure development, consultancy, and professional services.3. Approval and Consent from Shareholders and Creditors:The judgment highlighted that the Board of Directors of each applicant company unanimously approved the proposed Scheme of Amalgamation on 07.12.2021. The companies obtained consent affidavits from all shareholders and unsecured creditors, thereby seeking to dispense with the need to convene meetings. The absence of secured creditors in each company negated the necessity for such meetings.4. Compliance with Accounting Treatment and Statutory Requirements:The petitioner companies confirmed that the accounting treatment for the proposed amalgamation complied with the applicable provisions of the Companies Act, 2013. Certificates from the statutory auditors of the Transferor and Transferee Companies were annexed, certifying that the accounting treatment was in conformity with Section 133 of the Companies Act, 2013.5. Absence of Pending Legal Proceedings:The petitioner companies stated that no proceedings for inspection, inquiry, or investigation were pending against any of the companies involved in the amalgamation.6. Directions for Convening/Dispensing Meetings and Notice Issuance:The Tribunal issued specific directions regarding the convening or dispensing of meetings for shareholders and unsecured creditors based on the consent affidavits filed. For each Transferor Company and the Transferee Company, meetings of equity shareholders and unsecured creditors were dispensed with due to the filed consent affidavits. The necessity of convening meetings for secured creditors did not arise as there were none.Notice Issuance:The Tribunal directed that notice of the application be served on the Regional Director, Registrar of Companies, Official Liquidator, Income Tax Department, and any other sectoral regulators required to be served. The notices to the Income Tax Authorities were to include sufficient details like PAN, ward numbers, and assessing officers to ensure timely and proper replies.Conclusion:The application was allowed on the specified terms and accordingly disposed of, facilitating the proposed Scheme of Amalgamation between the applicant companies.