9911796707
|
Home
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2020 (1) TMI 1261 - Tri - Companies LawApproval of the Scheme of Amalgamation of both the transferor companies with the transferee company - Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016 - HELD THAT - Upon considering the approval accorded by the members and creditors of the Petitioner companies to the proposed Scheme, and the report filed by the Regional Director, Northern Region, Ministry of Corporate Affairs, official liquidator and in the absence of any objection against the Scheme; there appears to be no impediment in sanctioning the present Scheme. Scheme sanctioned - application allowed.
Issues:
Approval of Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013. Detailed Analysis: The joint petition filed by the Petitioner Companies sought approval for the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013. The transferor companies, M/s. Himtaj Builders Private Limited and M/s. Verasity Dealers Private Limited, were to be amalgamated with the transferee company, M/s. Latent Light Trading Private Limited. The petitioners had previously obtained dispensation from convening meetings of equity shareholders, secured creditors, and unsecured creditors. Subsequently, they complied with the publication requirements and served notices to relevant authorities and regulators. The Regional Director, Official Liquidator, and Income Tax Department provided their responses. The Regional Director confirmed compliance with filing requirements, while the Official Liquidator raised no objections to the Scheme. Despite no response from the Income Tax Department within the stipulated time, the Tribunal inferred no objections from them. However, to safeguard the Revenue's interests, the Income Tax Department was allowed to recover pending dues even after the Scheme's approval. The petition affirmed the absence of any ongoing inspections, inquiries, or investigations against the Petitioner Companies. Statutory auditors confirmed the proposed Accounting Treatment's conformity with Accounting Standards. The Tribunal emphasized that it does not interfere with corporate decisions approved by shareholders and creditors unless there are legal violations or compromises to public interest. Citing the case of Hindustan Lever Employees Union Vs. Hindustan Lever Limited, the Tribunal highlighted its limited jurisdiction to ensure the Scheme's fairness, justness, and reasonableness without violating laws or compromising public interest. The statutory right to apply for Scheme sanction under Sections 230-234 of the Companies Act, 2013 was acknowledged. Considering the approval from members and creditors, along with favorable reports from authorities and the absence of objections, the Tribunal granted sanction to the Scheme. However, the Petitioners were reminded to comply with statutory requirements. The order clarified that it did not exempt the Petitioners from stamp duty, taxes, or other charges and did not prevent legal actions for deficiencies or violations. The Tribunal ordered the dissolution of the Transferor Companies, transfer of assets and liabilities to the transferee company, continuation of pending proceedings, and seamless employee transitions. In conclusion, the Tribunal granted approval to the Scheme, with specific directions for dissolution, transfer of rights and liabilities, employee transitions, and registration formalities. Interested parties were allowed to seek necessary directions from the Tribunal, and the petition was disposed of accordingly.
|
