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2019 (1) TMI 1834 - Tri - Companies LawApproval of Scheme of Merger by Absorption - Sections 230 to 232 and other applicable provisions of the Companies Act 2013 - HELD THAT - From the material on record the Scheme appears to be fair and reasonable and is not violative of any provisions of law including but not limited to Companies Act 2013; Income Tax Act; Accounting Standards and various other applicable statutory acts and is not contrary to public policy. Since all the requisite statutory compliances have been fulfilled the scheme is approved.
Issues:
Approval of Scheme of Merger by Absorption between two companies under Sections 230 to 232 of the Companies Act, 2013. Analysis: The judgment by the National Company Law Tribunal, Mumbai Bench, dealt with the approval sought for a Scheme of Merger by Absorption between two companies, BP INDIA LIMITED and BP INDIA SERVICES PRIVATE LIMITED, along with their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013. The Tribunal noted that no objections were raised against the Scheme, and the Petitioner Companies had complied with the necessary requirements. The purpose of the merger was to consolidate the Transferor Company with the Transferee Company to streamline operations, reduce costs, and avoid duplication of efforts. The Regional Director's report highlighted specific observations regarding accounting treatment, effective date, surplus adjustments, fee payments, name alteration, and object clause changes, which the Petitioner Companies undertook to comply with. The Tribunal accepted the clarifications and undertakings provided by the Petitioner Companies regarding the observations made by the Regional Director. The Official Liquidator also submitted a report stating that the affairs of the Transferor Companies were conducted properly, recommending their dissolution. After reviewing the material on record, the Tribunal found the Scheme to be fair, reasonable, and compliant with relevant laws and statutory acts. As all statutory compliances were met, the Consolidated Company Petition was made absolute, and the Petitioner Companies were directed to lodge a copy of the Order and Scheme with the Registrar of Companies and Superintendent of Stamps within specified timelines. Additionally, the Petitioner Companies were instructed to pay costs to the Regional Director, Official Liquidator, and regulatory authorities as specified in the judgment. The judgment concluded by directing all concerned regulatory authorities to act upon the Order and authenticated Scheme provided by the National Company Law Tribunal. The comprehensive analysis of the judgment highlighted the procedural compliance, regulatory approvals, fairness of the Scheme, and the directives issued by the Tribunal for the successful implementation of the proposed merger by absorption between the two companies.
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