2019 (8) TMI 1543 - Tri - Companies Law

Sanction of Amalgamation Scheme - Sections 230-232 and other applicable provisions of the Companies Act, 2013 - HELD THAT - The Applicant Companies to serve the notice upon the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai Maharashtra, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - The Applicant Companies to serve the notice upon the concerned Registrar of Companies, Pune. Maharashtra pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - The Applicant Companies are directed to serve notices along with copy of the Scheme upon - (i) concerned Income Tax Authority (For the First Applicant Company PAN AACCV7224Q, Income tax officer, Circle 13, Pune and for the Second Applicant Company PAN AACCV8546K, Income tax officer, Circle 13, Pune; within whose jurisdiction the respective Applicant Company s assessments are made, pursuant to section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The First Applicant Company is also directed to serve notice along with copy of scheme upon Official Liquidator, pursuant to section 230(5) of the Companies Act, 2013. M/s S. J. Agarwal Associates, Chartered Accountants; having office at 809, Topiwala Centre of S. V. Road, Goregaon (west), Mumbai 400 062 are appointed to assist the Official Liquidator to scrutinize books of accounts of the First Applicant Company for the last 5 years. The aforesaid Company to pay fees of ₹ 2,00,000/- for this purpose. If no response is received by the Tribunal from Official Liquidator within thirty days of the date of receipt of notice, it will be presumed that Official Liquidator has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

Summary

Issues Involved:
1. Scheme of Amalgamation (Merger by Absorption)
2. Business Activities of the Applicant Companies
3. Rationale for the Scheme
4. Approval and Appointed Date
5. Meetings of Equity Shareholders
6. Notices to Unsecured Creditors
7. Advertisement and Notice Requirements
8. Appointment of Chairman and Scrutinizers
9. Service of Notices to Regulatory Authorities
10. Compliance and Reporting to Tribunal

Detailed Analysis:

1. Scheme of Amalgamation (Merger by Absorption):
The judgment discusses a Scheme of Amalgamation (Merger by Absorption) under Sections 230-232 and other applicable provisions of the Companies Act, 2013, between Vanderlande Industries Software Private Limited (VISPL or the Transferor Company) and Vanderlande Industries Private Limited (VIPL or the Transferee Company) and their respective shareholders.

2. Business Activities of the Applicant Companies:
The First Applicant Company (VISPL) is engaged in engineering control services, software development, and other related services. The Second Applicant Company (VIPL) provides logistics services, including warehousing, distribution center logistics, and baggage handling services. VIPL leverages intellectual property rights and commercial intangibles owned by the Vanderlande Group.

3. Rationale for the Scheme:
The restructuring aims to:
- Rationalize the legal entity structure.
- Reduce legal and regulatory compliances.
- Eliminate duplicative communication and coordination efforts.
- Optimize overhead costs and operational efficiency.
- Improve shareholder value through a stronger consolidated revenue.

4. Approval and Appointed Date:
The Board of Directors of both Applicant Companies approved the scheme on 07.06.2019, with the Appointed Date fixed as 01.04.2019.

5. Meetings of Equity Shareholders:
Meetings of the Equity Shareholders of both Applicant Companies are scheduled for 04.10.2019 at their respective addresses in Pune. The First Applicant Company’s meeting is at 10:30 a.m., and the Second Applicant Company’s meeting is at 11:30 a.m.

6. Notices to Unsecured Creditors:
There are no Secured Creditors in either Applicant Company. Notices will be issued to Unsecured Creditors, allowing them 30 days to submit representations to the Tribunal.

7. Advertisement and Notice Requirements:
Notices for the meetings will be sent to Equity Shareholders and published in two local newspapers, "Indian Express" (English) and "Loksatta" (Marathi), at least 30 days before the meeting date. The notices will include details of the Scheme, material facts, and a proxy form.

8. Appointment of Chairman and Scrutinizers:
Mr. Atul Dattatraya Rane, or his alternates, will chair the meetings. Ms. Anagha Anasingaraju is appointed as the Scrutinizer for both meetings, with a remuneration of ?15,000/- excluding applicable taxes. The Chairman will report compliance with notice issuance and advertisement to the Tribunal within seven days before the meetings and submit the results within 30 days post-meetings.

9. Service of Notices to Regulatory Authorities:
Notices will be served to the Regional Director, Registrar of Companies, and Income Tax Authorities. If no objections are received within 30 days, it will be presumed that there are no objections to the proposed Scheme.

10. Compliance and Reporting to Tribunal:
The Applicant Companies will file affidavits proving the dispatch of notices and publication in newspapers. M/s S. J. Agarwal & Associates are appointed to assist the Official Liquidator in scrutinizing the First Applicant Company's books for the last five years, with a fee of ?2,00,000/-.

The judgment meticulously outlines the procedural requirements and compliance measures for effectuating the Scheme of Amalgamation between VISPL and VIPL, ensuring adherence to statutory provisions and safeguarding stakeholder interests.