2022 (1) TMI 20 - Tri - Companies Law

Sanction of Scheme of Amalgamation - section 230-232 and Section 61 and 66 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 read with Companies (Compromises Arrangements and Amalgamations) Rules 2016 - HELD THAT - The Statutory Auditors of the Transferee Company have examined the Scheme in terms of provisions of Sec. 232 of Companies Act 2013 and the rules made thereunder and certified that the Accounting treatment is in compliance with the Accounting Standards pertaining to Amalgamation read with Section 133 of the Companies Act 2013. The Certificate of the Statutory Auditors issued in this regard is filed separately along with the typed set of Application. The scheme is approved - application allowed.

Summary

Issues: Application under sections 230-232, 61, and 66 of the Companies Act, 2013 for Scheme of Amalgamation dispensing with various meetings.

Analysis:
1. Application and Reliefs Sought: The Applicant Company, Aikyam Holdings Pvt. Ltd., filed an application under sections 230-232, 61, and 66 of the Companies Act, 2013, seeking approval for the Scheme of Amalgamation with Neelamangala Investments and Holdings Pvt. Ltd. The application requested dispensation with meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors, and sought other necessary orders for the proposed scheme.

2. Supporting Affidavits: Affidavits supporting the application were sworn on behalf of the Applicant Company by its Director, Mr. Ramesh Kymal. The application detailed the number of Equity Shareholders, Secured Creditor, and Unsecured Creditors involved, along with supporting documents such as consent affidavits and certificates from Chartered Accountants.

3. Company Details and Approval: The Applicant Company, Aikyam Holdings Pvt. Ltd., a Private limited company incorporated under the Companies Act, 1956, provided details of its Authorized Share Capital, Issued Capital, and object clauses as per Memorandum and Articles of Association. The Board of Directors approved the proposed Scheme in a meeting held on 24th March 2020.

4. Scheme Examination and Auditors' Certification: The Scheme was examined by the Statutory Auditors of the Transferee Company to ensure compliance with the provisions of Sec. 232 of the Companies Act, 2013. The Auditors certified that the Accounting treatment aligned with the Accounting Standards for Amalgamation under Section 133 of the Companies Act, 2013.

5. Tribunal Directions: Considering the application and supporting documents, the Tribunal issued directions regarding dispensation of meetings for Equity Shareholders, Secured Creditors, Unsecured Creditors, and Unsecured Trade Creditors. The Tribunal allowed the application and directed the Applicant Companies to file the Second Motion within fourteen days from the date of the Order.