NCLT Allahabad Prescribes Notice and Publication Requirements in Second Motion Amalgamation Petition: T N S Hotels And Resorts Pvt Ltd Vs Mirza International Ltd
Overview of the Proceedings
The Allahabad Bench of the National Company Law Tribunal (NCLT) recently took up a joint Second Motion company petition filed by two petitioner companies — T N S Hotels And Resorts Pvt Ltd (the Transferor Company) and Mirza International Ltd (the Transferee Company) — seeking formal sanction of a proposed Scheme of Amalgamation. The petition was filed and considered under Sections 230–232 of the Companies Act, 2013, read alongside Rule 16 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
It is important to note at the outset that this order does not represent a final sanctioning of the amalgamation scheme. Rather, the Tribunal confined itself to prescribing the procedural framework — specifically, the mechanism for issuing statutory notices, inviting objections, publishing hearing notices, and receiving compliance affidavits — that must be fulfilled before the scheme can be considered for approval on merits.
Background: First Motion Proceedings
Before arriving at the Second Motion stage, the petitioner companies had initiated proceedings through CA (CAA) No.21/ALD/2023, which constituted the First Motion application. Through that application, the companies sought either:
- Dispensation of the requirement to convene separate meetings of equity shareholders, secured creditors, and unsecured creditors of both applicant companies; or
- Alternatively, directions for convening such separate meetings of the equity shareholders and creditors of the Transferee Company via video conferencing, with remote e-voting capability, under the supervision of the Tribunal.
The First Motion application was moved under Sections 230–232 of the Companies Act, 2013. Following consideration of that application, the Tribunal passed an order on 26th October, 2023, dispensing with the meetings and issuing a set of binding procedural directions that would govern the subsequent Second Motion proceedings.
The order dated 26.10.2023 had already addressed in detail the main objects of both companies, their dates of incorporation, authorized and paid-up share capital details, and the overall rationale underpinning the proposed Scheme of Amalgamation. Accordingly, those aspects were not revisited in the present Second Motion order.
Directions Issued in the First Motion Order Regarding Statutory Notices
The order dated 26.10.2023 laid down specific requirements that the applicant companies were obligated to carry forward into their Second Motion petition. These included:
Authorities to be Notified
The petitioner companies were directed to make a specific prayer in the Second Motion petition for the issuance of notices to the following statutory authorities: