2019 (8) TMI 1575 - Tri - Companies Law

Approval of the Scheme of Amalgamation - 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 both the Petitioner companies to the proposed Scheme and the affidavits filed by the Regional Director Northern Region Ministry of Corporate Affairs and the report of official liquidator; there appears to be no impediment in sanctioning the present Scheme - sanction is hereby granted to the Scheme under Section 230 to 232 of the Companies Act 2013. The scheme is approved.

Summary

Issues:
1. Approval of the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.
2. Compliance with statutory requirements and objections raised by concerned parties.
3. Dissolution of the Transferor Company and transfer of assets, liabilities, and employees to the Transferee Company.

Detailed Analysis:
1. The judgment pertains to a joint application filed by the Petitioner Companies seeking approval of the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013. The application was made in compliance with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016. The Scheme involved the Transferor Company, SPI Cinemas Private Limited, being merged into the Transferee Company, PVR Limited. Meetings of shareholders and creditors were convened and approved the proposed Scheme, with necessary publications and compliance with regulatory authorities being undertaken.

2. The Regional Director, Official Liquidator, and Department of Income Tax submitted reports without raising significant objections against the Scheme. The Regional Director highlighted a compliance requirement related to the transferee company's authorized share capital, which was duly addressed by the company. The Official Liquidator confirmed no adverse findings, and the Income Tax Department expressed no objections subject to the protection of revenue interests. The Scheme was affirmed to be in the interest of both companies, their stakeholders, and was found compliant with accounting standards.

3. The Tribunal, after thorough consideration of the approvals received, reports submitted, and compliance measures undertaken, granted sanction to the Scheme under Sections 230 to 232 of the Companies Act, 2013. The order included directions for the dissolution of the Transferor Company, transfer of assets, liabilities, and employees to the Transferee Company without the need for winding-up proceedings. The Petitioner Companies were instructed to comply with statutory requirements and any deficiencies or violations would not hinder legal actions. The order clarified that it did not exempt the companies from stamp duty, taxes, or other charges and emphasized the continuation of proceedings and employee rights post-amalgamation.