2018 (4) TMI 1877 - Tri - Companies Law

Approval of scheme of amalgamation - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT - From the material on record, the Scheme appears to be fair, reasonable and is not contrary to public interest - Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition is made absolute in terms of prayer as provided therein and fixed Appointed date as 1st April, 2017. The scheme is approved - application allowed.

Summary

Issues:
1. Sanction of Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.
2. Compliance with statutory requirements and directions of the Tribunal.
3. Observations and reports by the Regional Director and Official Liquidator.
4. Fairness, reasonableness, and compliance of the Scheme.
5. Filing of necessary documents and payment of costs.

Analysis:

Issue 1: The Tribunal was approached for the sanction of a Scheme of Amalgamation between a Transferor Company and a Transferee Company engaged in real estate development, seeking approval under Sections 230 to 232 of the Companies Act, 2013.

Issue 2: The Petitioner Companies had complied with the Tribunal's directions and statutory requirements, serving notices to relevant regulatory authorities and filing necessary Affidavits of compliance. Undertakings were given to address any issues arising from the Scheme in accordance with the law.

Issue 3: The Regional Director's report highlighted certain observations, including the need for compliance with accounting standards, submission of required documents, and filing of financial statements. The Petitioner Companies provided clarifications and undertakings to address these observations.

Issue 4: The Official Liquidator's report raised concerns regarding the conduct of the Transferor Company's affairs, which were addressed by confirming the arm's length basis of transactions and providing relevant extracts from the Chartered Accountant's report to demonstrate compliance with the Companies Act, 2013.

Issue 5: The Tribunal found the Scheme to be fair, reasonable, and not contrary to public interest, leading to the approval of the Company Scheme Petition and fixing the Appointed date. Directions were given for filing necessary documents with the Registrar of Companies, payment of costs, and compliance with stamp duty requirements.

This comprehensive analysis covers the key legal aspects and procedural steps involved in the judgment delivered by the National Company Law Tribunal, Mumbai Bench, regarding the Scheme of Amalgamation between the two real estate companies.