2019 (6) TMI 1384 - Tri - Companies Law

Sanction of Scheme of Amalgamation - proceedings pending under Section 235 to 251 of the Companies Act, 1956 and Section 217, 219, 221, 224 and 225 of the Companies Act, 2013 - HELD THAT - It is stated in the application that there are no proceedings pending under Section 235 to 251 of the Companies Act, 1956 and Section 217, 219, 221, 224 and 225 of the Companies Act, 2013 against any of the applicant companies - It is also stated in the application that the assets of the Petitioner Companies are sufficient to meet all their liabilities and the said scheme will not adversely affect the rights of any of the creditors of any of the applicant companies in any manner whatsoever. In the application that the Statutory Auditors of the Transferee Company have certified that the Accounting treatment proposed in terms of clause 14 of PART-V of the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and other Generally Accepted Accounting Principles - date of hearing of the petition filed jointly by the Petitioner for the sanction of the Scheme is fixed on Monday, the 29th July, 2019. Petition directed to be listed for further hearing on Monday, the 29th July, 2019.

Summary

Issues:
Application for sanction of Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.

Analysis:
The application filed sought the Tribunal's approval for a Scheme of Amalgamation between the Transferor Company and the Transferee Company, transferring all assets and liabilities to the latter. The Tribunal noted the consents provided by shareholders and creditors, dispensing with the need for separate meetings. The exchange ratio of shares between the companies was determined as 5 fully paid equity shares of ?10 each in the Transferee Company for 16 equity shares of ?10 each in the Transferor Company. Various documents were submitted with the application, including the Scheme of Amalgamation, Memorandum, and Articles of Association, Audited Balance Sheets, and Board Resolutions.

The application confirmed that necessary notices were served to relevant authorities, including Central Government, Registrar of Companies, Reserve Bank of India, and others, with no objections received. It was stated that no pending proceedings were ongoing against any of the applicant companies under relevant sections of the Companies Act. The assets of the companies were declared sufficient to meet liabilities without adversely affecting creditors' rights. The Statutory Auditors certified that the proposed accounting treatment was in line with prescribed standards and principles.

After hearing arguments and verifying compliance, the Tribunal scheduled a hearing for the petition seeking Scheme sanction. Notice of the hearing was directed to be advertised in specific newspapers and served on various authorities. The petition was to be listed for further hearing on a specified date, with copies of the order to be provided to parties upon request and compliance.

This detailed analysis outlines the key aspects of the judgment, including the application's purpose, the Tribunal's observations, the documents submitted, compliance with legal requirements, and the procedural steps to be followed for further proceedings.