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2025 Supreme(Online)(NCLT) 5038
NATIONAL COMPANY LAW TRIBUNAL
Rekha Kantilal Shah, Member (Technical), Labh Singh, Member (Judicial)
ASOPA DECOR PRIVATE LIMITED VS
CA (CAA) 154/KB/2025
For the Applicants: Ms. Aditi Jhunjhunwala, PCS
Mr. Udit Agarwal, Adv.
The court ruled that a Scheme of Amalgamation can proceed without creditor meetings when all equity shareholders consent via affidavit, aligning with statutory provisions.
Headnote:(A) Companies Act, 2013 - Sections 230 and 232 - Application for approval of Scheme of Amalgamation - Five companies applied for amalgamation, with shareholders consenting through affidavits - No secured creditors exist, thus facilitating the application’s progress without meetings - Dispensation of meetings of creditors was granted as no objections raised. (Paras 1, 5, 8, 10)
(B) Company amalgamation process - The process must abide by statutory requirements ensuring all shareholder consent is duly obtained and formal procedures followed in notifying relevant authorities. (Paras 6, 8, 9)
Facts of the case:
Application under Sections 230-232 of Companies Act, 2013 for amalgamation of five companies, with all equity shareholders having consented via affidavits. No secured/unsecured creditors exist, thus meetings were not required. The Directors resolved the Scheme at their Board Meetings.
Findings of Court:
The court directed that notice must be served to relevant authorities while granting dispensation from meetings of shareholders/creditors.
Issues: The primary issue addressed was the approval and procedural requirements for the Scheme of Amalgamation under the Companies Act.
Ratio Decidendi: The court held that the presence of shareholder consent eliminates the need for meeting requirements, aligning with statutory provisions that facilitate the amalgamation process without creditors' meetings in such contexts.
Result: Application disposed of accordingly.
| Table of Content |
|---|
| 1. details on the amalgamation scheme and shareholder composition are provided. (Para 2 , 3 , 4) |
| 2. the court reviews the necessity of creditor meetings given shareholder consent. (Para 5 , 6) |
| 3. court emphasizes the handling of notice requirements to relevant authorities. (Para 7 , 8 , 9) |
| 4. final ruling on the application’s status is provided. (Para 10) |
ORDER
Per: Rekha Kantilal Shah, Member (Technical)
1. The instant application has been filed in the first stage of the proceedings under Section 230 (1) read with Section 232 (1) of the Companies Act, 2013 (“Act”) for orders and directions with regard to meetings of shareholders and creditors in connection with the Scheme of Amalgamation between Asopa Decor Private Limited (Transferee Company or Applicant Company 1), Fricker Tradecom Limited (Transferor Company 1 or Applicant Company 2), Nerine Dealmark Private Limited (Transferor Company 2 or Applicant Company 3), Padmavati Laminart Private Limited (Transferor Company 3 or Applicant Company 4) and Tirupati Deco-Woods Private Limited (Transferor Company 4 or Applicant Company 5) with situated within the jurisdiction. The Scheme provides for merger of Applicants 2 to 5 with the Transferee Company from the Appointed Date, viz 1st April, 2024 in the manner and on the terms and conditions stated in the said Scheme of Arrangement (“Scheme”).
2. It is submitted by Ld. Authorised Representative appearing for the Applicants that the shares of none of the Applicant Companies are listed on any of the stock exchanges. Further, the Applicants have the following classes of shareholders and creditors:-
(i) Applicant No.1: 6 Equity Shareholders, NIL Preference Shareholders, NIL Secured Creditor and NIL Unsecured Creditor.
(ii) Applicant No.2: 7 Equity Shareholders, NIL Preference Shareholders, NIL Secured Creditor and NIL Unsecured Creditor.
(iii) Applicant No.3: 2 Equity Shareholders, NIL Preference Shareholders, NIL Secured Creditor and NIL Unsecured Creditor.
(iv) Applicant No.4: 3 Equity Shareholders, NIL Preference Shareholders, NIL Secured Creditor and NIL Unsecured Creditor.
(v) Applicant No.5: 3 Equity Shareholders, NIL Preference Shareholders, NIL Secured Creditor and NIL Unsecured Creditor.
3. The Board of Directors of the Applicants have, at their Board Meetings held on 26.10.2024, approved and resolved to carry out the Scheme of Amalgamation.
4. It is further submitted that all Equity Shareholders of all the Applicants have already given their consent to the Scheme by way of affidavits which are annexed to the Company Application. Ld. Authorized Representative submits that none of the Applicant Companies have secured creditors, hence, the requirement of obtaining consent and/or holding meeting of secured creditors does not arise.
5. Directions are sought accordingly for dispensing with meetings of the equity shareholders and unsecured creditors who have already given their consent to the Scheme.
6. The Applicants submit that the consents given on affidavit form by all the equity shareholders of Applicants 1 to 5, meetings of the Equity Shareholders of Applicants 1 to 5 be dispensed with under Section 230 (1) read with Section 232 (1) of the Act.
7. In view of the fact, Applicant 1 to 5 have NIL Secured/ Unsecured Creditors, the requirement of holding meetings of the Secured/Unsecured Creditors of such Applicants do not arise.
8. Notice under Section 230 (5) of the Companies Act, 2013 along with all accompanying documents, including a copy of the aforesaid Scheme and statement under the provisions of the Companies Act, 2013 shall also be served on the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata; Registrar of Companies with whom the Applicant(s) are registered; Official Liquidator; and Income Tax Department having jurisdiction over the Applicant(s), by sending the same by hand delivery through special messenger or by post or by email within two weeks from the date of receiving this order. The notice sha
