2017 (12) TMI 1776 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Sections 230 to 232 and Section 234 of the Companies Act, 2013 - HELD THAT - From the material on record, the Scheme appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme - Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 1075 of 2017 filed by the Petitioner Companies are made absolute in terms of prayer clause (a) of the Petition. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Deputy Director or Assistant Registrar, National Company Law Tribunal, Mumbai Bench, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of receipt of the order - Petitioner Companies are directed to file a copy of this order along with a copy of the Scheme duly certified by the Deputy Director or Assistant Registrar, National Company Law Tribunal, Mumbai Bench with the concerned Registrar of companies, electronically, along with E-form INC 28 within 30 days from the date of issuance of the order by the Registry. The Petitioner Companies to pay costs of ₹ 25,000/- each to the Regional Director, Western Region, Mumbai. Transferor Company 3 4 (First and Second Petitioner Company above to pay cost of ₹ 25,000/- to the Official Liquidator, High Court, Bombay - The costs to be paid within four weeks from the date of receipt of Order.

Issues Involved:
1. Sanction of the Tribunal under Sections 230 to 232 and Section 234 of the Companies Act, 2013 for a Scheme of Amalgamation.
2. Benefits of the Scheme including rationalization of subsidiaries, cost savings, reduction in compliances, and enhancing shareholder value.
3. Compliance with statutory requirements and approvals from regulatory authorities.
4. Reports from the Regional Director and Registrar of Companies regarding the Scheme.
5. Official Liquidator's report on the conduct of the Petitioner Companies.
6. Fairness, reasonableness, and compliance with the law of the Scheme.
7. Directions for stamp duty adjudication, filing with the Registrar of Companies, and payment of costs.

Analysis:

1. The judgment pertains to a petition seeking the Tribunal's sanction under Sections 230 to 232 and Section 234 of the Companies Act, 2013 for a Scheme of Amalgamation involving multiple companies. The Petitioner Companies have presented their case before the Tribunal, highlighting the purpose and benefits of the proposed Scheme.

2. The Scheme aims to rationalize subsidiaries, achieve cost savings, reduce legal and regulatory compliances, and enhance shareholder value by combining complementary businesses. The Petitioners have outlined the key products and operations of the companies involved, emphasizing the strategic advantages and synergies expected from the Amalgamation.

3. The Petitioner Companies have assured compliance with all statutory requirements, approvals from regulatory bodies, and necessary undertakings to adhere to the Companies Act, 2013, and related rules. Reports from the Regional Director and Registrar of Companies have been submitted, indicating general approval of the Scheme with minor observations and conditions to be met.

4. The Official Liquidator has submitted a favorable report on the conduct of the Petitioner Companies, recommending their dissolution without winding up. The absence of objections from concerned parties and the overall fairness and legality of the Scheme have been acknowledged by the Tribunal.

5. In light of the satisfactory fulfillment of statutory compliances and the absence of opposition to the Scheme, the Tribunal has granted approval to the Company Scheme Petition, directing the Petitioner Companies to complete certain procedural formalities such as stamp duty adjudication, filing with the Registrar of Companies, and payment of specified costs to relevant authorities.

6. The judgment concludes with instructions for the Petitioner Companies to comply with the specified directives within stipulated timelines, ensuring the orderly implementation of the approved Scheme and subsequent administrative procedures in accordance with the law.

This detailed analysis encapsulates the key aspects and implications of the legal judgment delivered by the National Company Law Tribunal, Mumbai, regarding the Scheme of Amalgamation presented before the Tribunal.

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