9911796707
|
Home
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2017 (3) TMI 1851 - Tri - Companies LawApproval of scheme of Arrangement - section 230-232 of Companies Act - HELD THAT - From the material on record the Scheme appears to be fair reasonable and is not violative of any provisions of law nor is not contrary to public policy - Since all the requisite statutory compliances have been fulfilled the Company Scheme Petition Nos. 124 of 2017 and 125 of 2017 are made absolute in terms of prayer clause (a) of the respective petitions. Petitioners are directed to lodge a copy of this order along with a copy of the Scheme of Arrangement with the concerned Registrar of Companies electronically along with E-Form INC-28 in addition to physical copy as per the relevant provisions of the Companies Act 1956/2013 - The Petitioner Companies to pay costs of 25, 000/- each to the Regional Director Western Region Mumbai. Costs to be paid within four weeks from the date of the order. Application allowed.
Issues involved:
Transfer of Civil EPC Undertaking, Scheme of Arrangement approval, Compliance with statutory requirements, Regional Director's report, Tax implications, Share capital increase, Compliance with Accounting Standards, Compliance with Income Tax Act, Compliance with Companies Act, Fairness and legality of the Scheme, Statutory compliances fulfillment, Lodging of order with Registrar of Companies, Payment of costs to Regional Director, Regulatory authorities' action on the order. Transfer of Civil EPC Undertaking: The judgment pertains to the transfer of the Civil EPC Undertaking of a company into another, aimed at achieving a desired operating structure and various benefits such as creating a sector-focused company, enabling strategic investment, ring-fencing businesses, and deleveraging the balance sheet. Scheme of Arrangement approval: The Petitioner Companies have approved the Scheme of Arrangement through Board Resolutions, and meetings of shareholders and creditors were convened as per the directions of the Bombay High Court. The petitions were filed in compliance with the court's orders, and the Scheme was found to be fair, reasonable, and not violative of any provisions of law or public policy. Compliance with statutory requirements: The Petitioner Companies have complied with all requirements as directed by the Bombay High Court and have filed necessary Affidavits of compliance. They have undertaken to fulfill all statutory requirements under the Companies Act, 2013, and relevant rules. Regional Director's report: The Regional Director's report stated that, except for certain points, the Scheme is not prejudicial to the interests of shareholders and the public. The report highlighted the need for compliance with Accounting Standards, serving notice to the Income Tax Department, and increasing authorized share capital as required. Tax implications and compliance: The Petitioner Companies assured compliance with all provisions of the Income Tax Act, addressing any tax issues arising from the Scheme in accordance with the law. The approval of the Scheme by the Tribunal does not prevent the Income Tax Authority from scrutinizing the tax implications post-implementation. Share capital increase and Companies Act compliance: The Petitioner Companies committed to increasing authorized share capital if necessary to facilitate equity shares issuance under the Scheme. They also pledged to comply with the relevant sections of the Companies Act, 2013, as required for the implementation of the Scheme. Fairness and legality of the Scheme: The Tribunal found the Scheme to be fair, reasonable, and in compliance with the law, with no violations or contraventions of public policy. As all statutory compliances were met, the Company Scheme Petitions were made absolute, and the order was to be lodged with the Registrar of Companies. Payment of costs and regulatory action: The Petitioner Companies were directed to pay costs to the Regional Director and lodge a copy of the order with the Registrar of Companies. Regulatory authorities were instructed to act on the order, duly certified by the Deputy Director of the National Company Law Tribunal, Mumbai. This detailed analysis covers the key issues addressed in the legal judgment, providing a comprehensive overview of the Tribunal's decision regarding the Scheme of Arrangement and related compliance matters.
|
