2020 (1) TMI 1397 - Tri - Companies Law

Sanction of Amalgamation Scheme - Sections 230 to 232 of the Companies Act, 2013 - H ELD THAT - From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy - Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 4682 of 2019 filed by the Petitioner Companies are made absolute in terms of prayer clause 30 (b) to 30 (f) of the said Company Scheme Petition. The Petitioner Companies are directed to file a certified copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically, along with E-form INC 28 in addition to the physical copy, within 30 days from the date of receipt of the order by the Registry, duly certified by the Deputy Director or the Assistant Registrar, as the case may be, of the National Company Law Tribunal, Mumbai Bench.

Summary

Issues:
1. Sanction of Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.
2. Approval of the Scheme by the Board of Directors of the Transferor and Transferee Companies.
3. Business activities of the Transferor and Transferee Companies.
4. Benefits of the proposed Scheme.
5. Dispensation of Shareholders' meetings.
6. Report of the Official Liquidator.
7. Compliance with statutory requirements and Regional Director's Report.
8. Clarifications and undertakings by the Petitioner Companies.
9. Fairness and legality of the Scheme.
10. Statutory compliances and final order directives.

Analysis:

The judgment involves the sanctioning of a Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013, between Highend Mercantile Private Limited and Pureview Trading Company Private Limited. The Board of Directors of both companies approved the Scheme, aiming to create a larger entity with management and synergy benefits, simplification of group structure, and cost-saving advantages. The Scheme's fairness and compliance with legal provisions were evaluated, leading to the dispensation of Shareholders' meetings and a positive report from the Official Liquidator confirming the Scheme's non-prejudicial nature.

The Regional Director's Report highlighted certain observations regarding compliance with accounting standards, appointed and effective dates, and fee set-off provisions. The Petitioner Companies provided detailed explanations and undertook to comply with all necessary requirements, as per the Companies Act, 2013, and circulars issued by the Ministry of Corporate Affairs. These clarifications were accepted by the Tribunal, which directed the Petitioner Companies to adhere to the stated provisions and statements.

Upon review, the Tribunal found the Scheme to be fair, reasonable, legally sound, and in alignment with public policy. With all statutory compliances fulfilled, the Company Scheme Petition was made absolute, and the Petitioner Companies were instructed to file a certified copy of the order and the Scheme with the Registrar of Companies within the specified timelines. Additionally, directives were issued for the lodgment of the order and Scheme for stamp duty adjudication and for all relevant authorities to act upon the certified documents provided.

In conclusion, the judgment reflects a comprehensive assessment of the Scheme of Amalgamation, ensuring compliance with legal requirements, transparency in business operations, and protection of stakeholders' interests, ultimately leading to the approval and implementation of the Scheme in accordance with the Companies Act, 2013.