2020 (4) TMI 877 - Tri - Companies Law

Sanction of Scheme of Amalgamation - sections 230 to 232 of the Companies Act, 2013 - HELD THAT - The Applicant Companies are hereby directed to serve notices along with copy of the Scheme upon the concerned Income tax authorities under whose jurisdiction the assessments are made, through R.P.A.D./Speed Post/Email/hand delivery, with a direction that they may submit their representations, if any, within a period of thirty (30) days from the date of receipt of such notice to the Tribunal and copy of such representations shall simultaneously be served upon the Applicant Companies, failing which, it shall be presumed that the authorities have no representations to make on the proposals. The Applicant Companies shall publish notices as required in terms of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, in two newspapers, viz., Business Standard (in English) and Navshakti (in Marathi). Ordered accordingly. Pronounced in open court today (22.04.2020).

Summary

Issues:
1. Scheme of Amalgamation of wholly-owned subsidiary with holding company under Companies Act, 2013.

Analysis:
The judgment pertains to a Scheme of Amalgamation involving a wholly-owned subsidiary, referred to as the Transferor Company, and its holding company, known as the Transferee Company, under sections 230 to 232 of the Companies Act, 2013. The Scheme aims to merge Reno Chemicals Pharmaceuticals & Cosmetics Private Limited with Asian Paints Limited. The Board of Directors of both companies approved the Scheme, with an Appointed Date set as April 1, 2019. The rationale behind the amalgamation is to simplify the corporate structure, eliminate duplicate procedures, and enhance management efficiency. It is highlighted that the rights of shareholders and creditors of both companies will remain unaffected, with no new shares issued, no change in capital structure, and no compromise with creditors. The Scheme aims to reduce legal and regulatory compliances, leading to cost savings and a positive impact on the net worth of the Transferee Company post-merger.

Further, it is noted that all seven Equity Shareholders of the Transferee Company have consented to the Scheme, eliminating the need for a meeting of Equity Shareholders. As there are no Secured Creditors in the Transferor Company, no notices need to be sent to them. The judgment emphasizes that the Scheme does not involve any reconstruction or arrangement with shareholders or creditors of the Transferee Company, aligning with precedents set in various cases cited by the Counsel for the Applicant Companies. Consequently, no shareholders' or creditors' meeting is required for approval of the Scheme. The Transferee Company is directed to serve notices to Income Tax Authorities and other regulatory bodies, ensuring compliance with legal procedures.

Moreover, the judgment instructs the Applicant Companies to serve notices on relevant authorities, including Income Tax Authorities, Central Government, SEBI, stock exchanges, and the Official Liquidator. Additionally, the Applicant Companies are required to publish notices in newspapers, host them on their websites, and file affidavits of service of directions given by the Tribunal. The judgment concludes with the order being pronounced in open court on April 22, 2020, directing compliance with the outlined procedures to proceed with the amalgamation.