Bikki Raveendra Babu, Member - (1.) This is an order for the joint petition filed by two Transferor companies and a Transferee Company under Section 230 and 232 of the Companies Act, 2013 seeking sanction of this Tribunal to a Scheme of Amalgamation of Isar Builders & Developers Private Limited and Archana Overseas Private Limited with Demuric Holdings Private Limited.
(2.) It has been submitted that the Transferor Companies and the Transferee Company are part of the same group. The Board of Directors of both the Transferor Companies and Transferee Company are of the opinion that the proposed amalgamation of the Transferor Companies with the Transferee Company will be for the benefit of both the Transferor Companies and Transferee Company in the following manner: Simplified corporate structure; The proposed amalgamation will reduce managerial overlaps, which are unnecessarily involved in running multiple entities; There shall be a reduction in regulatory and legal 3 compliances / filings including accounting, reporting requirements, statutory and internal audit requirements, tax filings, etc. and consequential reduction in administrative costs of both the companies; Enable cost saving and optimum utilization of valuable resources which will enhance the management focus thereby leading to higher operational efficiency; and Streamlining of shareholding structure of the Transferee Company. In view of the aforesaid advantages, the Scheme of Amalgamation under the provisions of Section 230 to Section 232 and other relevant provisions of the Companies Act, 2013 was proposed and the report confirming the proposed Entitlement Ratio of Equity Shares, being just and reasonable was provided by M/s. Jawahar Thacker & Co., Chartered Accountants. The Board of Directors of the Petitioner Companies at the respective Board meetings held on 30th October 2017 approved the same. A copy of the same has been placed on record. In compliance with the proviso to subsection 7 of Section 230 of the Companies Act, 2013, a certificate of the Petitioner Transferee Company's Statutory Auditors dated 18th October 2017 was placed on record. The said certificate confirms that the accounting treatment as proposed under the Scheme of Amalgamation vide Clause 6 of the Scheme, is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013.
(3.) The Petitioner Companies had filed the proceedings before this Tribunal in form of joint application being C A (CAA) No. 162 of 2017. Vide the said application, the Petitioner Companies sought dispensation of meetings of the Equity Shareholders of the Applicant Companies. It was submitted that all the shareholders of all the Petitioner Companies had submitted the written consent letters on affidavit approving the proposed Scheme. It was further submitted that there were no Secured Creditors and/or Unsecured Creditors of any of the Petitioner Companies. Hence, Vide the order dated 27th November 2017, passed in CA CAA No. 162 of 2017, the meetings of the shareholders of all the Companies were dispensed with. Since there were no Secured and/or Unsecured Creditors of any of the Petitioner Companies as certified by the Chartered Accountants, their meetings were held to be not necessary.;