The court held that with unanimous shareholder consent and no secured creditors, the scheme of amalgamation proceeded without the necessity of certain meetings or approvals.

Headnote:(A) Companies Act, 2013 - Sections 230 to 232 - Scheme of Amalgamation - Application under Sections 230 to 232 filed for dispensation with meetings of shareholders and creditors - Consent given by all shareholders; no objections raised by creditors resulted in the court dispensing with certain meetings. (Paras 1-10)

(B) Company Law - Rationale for Scheme of Amalgamation - The court found that merging the companies would consolidate operations and provide strategic benefits, ultimately reducing costs and improving operations without prejudicing creditors or shareholders. (Paras 13-19)

Facts of the case:
The first motion was submitted for amalgamating two companies, seeking to consolidate business operations and streamline efforts with no security creditors or significant opposition from shareholders.

Findings of Court:
The court dispensed with meetings for shareholders of the Transferor and Unsecured Creditor, approving the scheme based on the consent from all parties. Meetings for preference shareholders were ordered to be convened.

Issues: The court addressed shareholder consent, creditor issues, and the necessity to convene certain meetings.

Ratio Decidendi: The court determined that consent from shareholders and absence of creditors permitted the application to proceed without needing full meetings, ensuring compliance with the Companies Act's requirements.

Result: The first motion application stands allowed.

Table of Content
1. initial application for amalgamation filed. (Para 1 , 2 , 3)
2. details on shareholder consent and rationale for amalgamation. (Para 12 , 13 , 19)
3. court's final directions and order on the amalgamation scheme. (Para 20)

ORDER

Per: Manoj Kumar Dubey, Member (Technical)

1. The present first motion Application has been filed on 21.06.2023 by the Applicant Companies viz., M/s. Gifmoji Pvt. Ltd. (for brevity, the Applicant Company No.1/Transferor Company) and M/s. Emojifi Pvt. Ltd. (for brevity, the Applicant Company No.2/Transferee Company) under Sections 230 to 232 of the Companies Act, 2013 (hereinafter referred to as the Act) R/w. Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, inter alia, seeking for dispensation with meetings of the Equity Shareholders of the Applicant Companies and Seed Preference Shareholders of the Transferee Company and Creditors of the Transferor Company. The Scheme of Amalgamation is placed on record at Annexure-H of the Application.

2. The Applicant Company No.1/Transferor Company was incorporated on 30.12.2021, under the provisions of the Companies Act, 2013 bearing CIN: U74999KA2021PTC156118. The registered office of the Company is situated at Unit No.7, 1^st Floor, Commanders Place, #6, Raja Ram Mohan Roy Road, Bangalore. The copy of Articles of Association and Memorandum of Association is found attached as Annexure-A (Colly.) to the Application. As per Memorandum of Association, the main objects of the Company, inter alia, are to carry on the business to provide support services for entering into contracts with distribution partners which can be useful to existing business. The Authorized Equity Share Capital of the Company is Rs.10,000/- divided into 1,000 Equity Shares of Rs.10/- each and its Issued, Subscribed and Paid-up Equity Share Capital is Rs.10,000 divided into 1,000 Equity shares of Rs.10/- each.

3. The Applicant Company No.2/Transferee Company was incorporated on 18.07.2016 under the provisions of Companies Act, 2013 bearing CIN: U72909KA2016PTC095079. The registered office of the Company is situated at 763/21, Kasavanahalli, H.No.21, 2nd Floor, 11th Main, Shubh Enclave, Harlur Road, Bangalore. The copy of Articles of Association and Memorandum of Association is found attached as Annexure-C (Colly.) to the Application. As per the Memorandum of Association, the main objects of the Company, inter alia, are to carry on the business of developing mobile software, technologies, systems, emojis, emoji based keyboards, applications and other emerging technologies and consultancy etc.

4. The Authorised, issued, Subscribed and Paid-up Capital of the Transferee Company are as follows:

Particulars Amount in Rs.
Authorised Share Capital
1,00,000 Equity Shares of Rs.10/- each	10,00,000
2355 Seed Preference Shares of Rs.100/- each	2,35,500
2474 Pre-Series A Preference Shares of Rs.100/- each	2,47,400
5612 Series A Preference Shares of Rs.100/- each	5,61,200
TOTAL	20,44,100
Issued, Subscribed and Paid-up Share Capital
9636 Equity Shares of Rs.10/- each	96,360
783 Seed Preference Shares of Rs.100/- each	78,300
2474 Pre Series A Preference Shares of Rs.100/- each	2,47,400
5612 Series A Preference Shares of Rs.100/- each	5,61,200
TOTAL	9,83,260

5. The Board of Directors of both the Applicant Companies in their meetings held on 27.03.2023 approved the Scheme of Amalgamation. Certified true copy of resolution passed in the Board meeting of the Applicant Companies are annexed to the Application and marked as Annexure – E & F. The Appointed Date fixed under the Scheme is 01.04.2023.

6. It is also stated that, upon this Scheme becoming effective, the Shareholders of the Transferor Company shall be entitled to receive Equity Shares of the Transferee Company. A Certificate dated 31.01.2023 from a Registered Valuer has been attached to the Application as Annexure-‘G’. In the said Certificate, it is stated as under:

“Conclusion:

Based on the assumptions and limiting conditions as described in this repo

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2024 Supreme(Online)(NCLT) 1830

NATIONAL COMPANY LAW TRIBUNALShri K. Biswal, Member (Judicial), Shri Manoj Kumar Dubey, Member (Technical)M/s. Gifmoji Private Limited – AppellantVersusM/s. Emojifi Private Limited – RespondentC.A. (CAA) No.34/BB/2023

The court held that with unanimous shareholder consent and no secured creditors, the scheme of amalgamation proceeded without the necessity of certain meetings or approvals.

NATIONAL COMPANY LAW TRIBUNAL
Shri K. Biswal, Member (Judicial), Shri Manoj Kumar Dubey, Member (Technical)
M/s. Gifmoji Private Limited – Appellant
Versus
M/s. Emojifi Private Limited – Respondent
C.A. (CAA) No.34/BB/2023