2019 (1) TMI 1808 - Tri - Companies Law

Sanction of Amalgamation Scheme - Sections 230-232 of the Companies Act, 2013 - HELD THAT - From the material on record and the submissions made herein-above, the Scheme appears to be fair and reasonable and is not violative of any provisions of the Law and is not contrary to public policy. The scheme is sanctioned subject to conditions imposed.

Summary

Issues Involved:
- Sanction sought for Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013
- Approval of proposed Scheme by Board of Directors
- Benefits anticipated from the proposed merger
- Compliance with statutory requirements and observations of Regional Director
- Consideration for the Scheme and dissolution of Transferor Companies
- Lodging of order and Scheme for stamp duty adjudication
- Filing of order with Registrar of Companies and action by concerned authorities
- Liberty to apply for necessary directions and further clarifications

Analysis:

The judgment pertains to the sanction sought under Sections 230-232 of the Companies Act, 2013 for a Scheme of Amalgamation involving three companies. The Scheme involves the merger of two Transferor Companies with a Transferee Company and their respective shareholders. The Board of Directors of the Applicant Companies have approved the proposed Scheme, with an appointed date of 1st April, 2019. The merger is expected to bring about various benefits, including synergies, financial strength, cost savings, diversification, economies of scale, and enhanced integration and flexibility.

The compliance with statutory requirements and observations of the Regional Director play a crucial role in the approval process. The Regional Director's report highlighted various aspects related to accounting entries, appointed date, effective date, record date, compliance with Accounting Standards, and other necessary undertakings. The Petitioner Companies provided clarifications and undertakings to address these observations, ensuring compliance with the Companies Act, 2013 and relevant circulars.

Regarding the consideration for the Scheme, it was decided that the Transferee Company would issue and allot fully paid-up Equity Shares to the shareholders of the Transferor Companies based on specific ratios. Furthermore, the Transferor Companies would be dissolved without winding-up, and certain procedural steps, such as lodging the order for stamp duty adjudication and filing with the Registrar of Companies, were outlined.

The judgment also directed all concerned authorities and persons to act on the sanctioned Scheme, provided liberty to apply for necessary directions, and allowed concerned Authorities to seek further clarifications or directions under the Scheme. Ultimately, the Scheme was sanctioned with the appointed date fixed as 1st April, 2019, concluding the Tribunal's decision in the matter.