2020 (6) TMI 764 - Tri - Insolvency and Bankruptcy

Sanction of scheme of merger (By Absorption) - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT - From the material on record, the Scheme of Merger appears to be fair, reasonable and is not violative to any provisions of law nor is contrary to public interest - Since all the requisite statutory compliances have been fulfilled, petition is made absolute in terms of prayer of the said Company Scheme Petition. The Scheme is hereby sanctioned, with the Appointed Date fixed as 01 April 2018. The Transferor Company be dissolved without winding up - Petitioner Company is directed to file a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically in e-FormINC-28, in addition to physical copy, within 30 days from the date of receipt of the Order duly certified by the Deputy/Assistant Registrar of this Tribunal. Application allowed.

Summary

Issues:
1. Sanction sought under Sections 230 to 232 of the Companies Act, 2013 for Scheme of Merger (By Absorption) between two companies.
2. Compliance with statutory requirements and observations made by Regional Director.
3. Official Liquidator's report and dissolution of Transferor Company.
4. Fairness, reasonableness, and compliance with the law of the Scheme of Merger.

Analysis:
1. The petitioners sought the Tribunal's sanction under Sections 230 to 232 of the Companies Act, 2013 for a Scheme of Merger between two companies, Pennzoil Quaker State India Limited and Shell India Markets Private Limited, along with their respective shareholders. The Scheme aimed at simplifying corporate structure, pooling resources, enhancing operational efficiency, and reducing costs by eliminating administrative duplications. The Board of Directors approved the Scheme, and no objections were raised against it.

2. The Regional Director's report highlighted various observations, including compliance with accounting standards, the appointed date, authorized share capital, jurisdictional approvals, and discrepancies in share capital records. The petitioners responded to each observation, clarifying their compliance and undertakings to fulfill statutory requirements. The Tribunal accepted the clarifications and undertakings, ensuring that all necessary compliances were met.

3. The Official Liquidator's report confirmed the proper conduct of the Transferor Company's affairs, recommending its dissolution without winding up. The Tribunal, after reviewing the material on record, found the Scheme fair, reasonable, and non-violative of any laws or public interest. Consequently, the Scheme was sanctioned, with the Transferor Company directed to be dissolved without winding up.

4. In conclusion, the Tribunal directed the Petitioner Company to file copies of the order and Scheme with the Registrar of Companies and Superintendent of Stamps within specified timelines. Regulatory authorities were instructed to act on the certified copy of the order, and interested parties were given liberty to apply for necessary directions. The judgment pronounced the same day in open court, concluding the matter and consigning the file to records.