2018 (4) TMI 1993 - Tri - Companies Law

NCLT Approves Amalgamation of Two Private Companies, Declares Scheme Binding on Shareholders and Creditors.

The NCLT sanctioned the Composite Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013, involving the amalgamation of two private ... Sanction of Scheme of Amalgamation - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT:- Considering the entire facts and circumstances of the case and on perusal of the Scheme and the documents produced on record, it appears that the requirements of the provisions of Sections 230 and 232 of the Companies Act, 2013 are satisfied. The Scheme appears to be genuine and bona fide and in the interest of the shareholders and creditors. The Composite Scheme of Arrangement, which is at Annexure - H to the Petition, is hereby sanctioned and it is declared that the same shall be binding on the Petitioner Companies, namely, Safal Constructions Private Limited and BSafal Infraheights Private Limited, their Equity and Preference Shareholders, Secured Creditors and Unsecured Creditors and all concerned under the Scheme - this petition is allowed. Issues:1. Sanction of proposed Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.2. Dispensation of meetings of shareholders and creditors.3. Compliance with statutory requirements and representations from authorities.4. Directions from the Regional Director and Official Liquidator.5. Compliance with directions and satisfaction of observations.6. Satisfaction of provisions of the Companies Act, 2013.7. Sanction of the Composite Scheme of Arrangement and its binding nature.8. Disposal of the Company Petition.Analysis:1. The judgment pertains to a joint petition seeking the sanction of a proposed Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013. The petition involves Safal Constructions Private Limited and BSafal Infraheights Private Limited seeking amalgamation with their respective shareholders. The Tribunal allowed dispensation of certain meetings as per the Companies Act, 2013.2. The Tribunal directed the publication of notices in newspapers and served statutory notices to various authorities. The Regional Director and Official Liquidator filed representations regarding the proposed Scheme. Subsequently, the petition for the Composite Scheme of Arrangement was filed, and directions were sought for conducting fresh meetings of creditors, which were allowed by the Tribunal.3. Compliance with statutory requirements was ensured, including the publication of notices and service to authorities. The Regional Director confirmed no complaints against the Scheme, and the Official Liquidator requested specific directions regarding compliance with laws and preservation of records. The Petitioner Companies assured compliance with these directions through an affidavit.4. The Tribunal considered the representations from the Regional Director and Official Liquidator, ensuring compliance with their requests. The Scheme was found to be genuine, bona fide, and in the interest of shareholders and creditors, meeting the provisions of the Companies Act, 2013.5. Consequently, the petition was allowed, and the Composite Scheme of Arrangement was sanctioned, binding the Petitioner Companies, their shareholders, and creditors. The filing and issuance of drawn-up orders were dispensed with, and concerned authorities were directed to act on the order authenticated by the Registrar of the Tribunal.6. The judgment concludes by disposing of the Company Petition accordingly, marking the completion of the legal proceedings related to the amalgamation and Scheme of Arrangement.