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2024 Supreme(Online)(NCLT) 3412
NATIONAL COMPANY LAW TRIBUNAL
HARNAM SINGH THAKUR, ASHISH VERMA, JJ
VIVEKANANDA SOCIAL FOUNDATION – Appellant
Versus
TRIDENT INSTITUTE OF SOCIAL SCIENCES – Respondent
Scheme of Amalgamation | 1st Motion
For the Applicant Companies: Mr. Shubham Gupta
For the Respondents: N/A
The unanimous consent of shareholders permits dispensation of meetings for the amalgamation process as per the Companies Act.
Headnote:(A) Companies Act, 2013 - Sections 230 to 232 - Scheme of Amalgamation - The court approved the joint first motion application for the amalgamation of three not-for-profit organizations aiming for enhanced operational efficiency and social welfare. (Para 39, 5, 4)
(B) Legal Provisions - Requirements of meetings of shareholders/creditors are dispensed with considering the unanimous consent of equity shareholders. (Paras 5I - 5VI)
Facts of the case:
The applicants, three not-for-profit organizations, filed for amalgamation to enhance resources and operational efficiency while promoting social welfare.
Findings of Court:
The amalgamation was found to foster operational synergies and facilitate compliance with regulatory requirements.
Issues: The court considered the necessity of shareholder meetings given the unanimous consent provided through affidavits.
Ratio Decidendi: The Tribunal held that absence of dissenting shareholders allows for dispensation of meetings as per the Companies Act provisions.
Result: The application is approved and stands disposed of.
| Table of Content |
|---|
| 1. joint application filed under the companies act for amalgamation. (Para 1) |
| 2. details of applicant companies and rationale for amalgamation. (Para 2 , 4) |
| 3. final approval of the application to be stored. (Para 5) |
ORDER
This is a Joint First Motion Application filed by Applicant Companies under Section 230 -232 of ‘The Companies Act, 2013 ’ read with ‘The Companies (Compromises, Arrangements and Amalgamations) Rules, 2016’ and National Company Law Tribunal Rules, 2016’ in relation to the Scheme of Amalgamation of Vivekananda Social Foundation (for short hereinafter referred to as Applicant Company No. 1/ Transferor Company No. 1) and League of Artisans (for short hereinafter referred to as Applicant Company No. 2/ Transferor Company No. 2) with Trident Institute of Social Sciences (for short hereinafter referred to as Applicant Company No. 3/ Transferee Company). The said Scheme is attached as Annexure A- 4 of the Application. The registered office of the Applicant Company No. 1 is in Barnala, Punjab and the registered office of the Applicant Company No. 2 is in Chandigarh and the registered office of the Applicant Company No. 3 is in Sangrur, Punjab and therefore, this Application is under the territorial jurisdiction of this Bench.
FACTS OF THE CASE
2. The facts of the case, as stated in the application, have been summarised below:
I. Applicant Company No. 1/ Transferor Company No. 1, bearing CIN: U93000PB2011NPL034806 is a Not-For-Profit, Public Limited Company incorporated on 09.03.2011 under the jurisdiction of Registrar of Companies, Punjab and Chandigarh. The Registered Office of the Applicant Company No. 1/ Transferor Company No. 1 is being currently maintained at Gyan Peeth Sekha Road, Barnala, Punjab, India 148101, under the jurisdiction of Registrar of Companies, Punjab and Chandigarh. The PAN of the Applicant Company No. 1/ Transferor Company No. 1 is AADCV5806B. A copy of the Master Data, PAN, Certificate of Incorporation as attached as Annexure A-1 of the Application.
II. Applicant Company No. 2/ Transferor Company No. 2, bearing CIN: U85300CH2008NPL031259 is a Not-For-Profit, Public Limited Company incorporated on 09.06.2008 under the jurisdiction of Registrar of Companies, Punjab and Chandigarh. The Registered Office of Applicant Company No. 2/ Transferor Company No. 2 is being currently maintained at SCO 20 – 21, Sector 9, Chandigarh, India, 160009, under the jurisdiction of Registrar of Companies, Punjab & Chandigarh. The PAN of the Applicant Company No. 2/ Transferor Company No. 2 is AACCL0749A. A copy of the Master Data, PAN, Certificate of Incorporation as attached as Annexure A-2 of the Application.
III. Applicant Company No. 3/ Transferee Company, bearing CIN: U93000PB2011NPL035424 is a Not-For-Profit, Public Limited Company incorporated on 30th August, 2011 under the jurisdiction of Registrar of Companies, Punjab & Haryana. The Registered Office of Applicant Company No. 3/ Transferee Company is being currently maintained at Trident Group, Sangrur, Sanghera, Punjab, India, 148101, under the jurisdiction of Registrar of Companies, Punjab & Haryana. The PAN of the Applicant Company No. 3/ Transferee Company is AAECT0033F. A copy of the Master Data, PAN, Certificate of Incorporation as attached as Annexure A-3 of the Application.
IV. The Valuation report issued by report dated 24.05.2024 issued by Bhupesh Gupta, Registered Valuer, IBBI Registration No. IBBI/RV/03/2020/13539 underlining the Share Exchange/ Swap Ratio of Equity Shares of the Transferee Company for the Transferor Companies is attached as Annexure A-6 of the Application. The fair value and swap ratio concluded in the said report are reproduced below:
V. The Applicant Company No. 1/ Transferor Company No. 1 has its main objects set out in Clause III(A) of its Memorandum of Association as below:
i) To work for empowerment & social economic advancement of people includes social welfare, sanitation, horticultural activities for better enviro
