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2017 (11) TMI 2025 - Tri - Companies LawSeeking sanction to the Scheme of Amalgamation - Sections 230 - 232 and other relevant 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 and is not contrary to public policy. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 805 and 807 of 2017 are made absolute - Application allowed.
Issues:
Petition for Scheme of Amalgamation between two companies within Barclays Group under Sections 230-232 of Companies Act, 2013. Analysis: The Tribunal heard the Advocate for the Petitioner Companies who sought sanction to the Scheme of Amalgamation between the Transferor and Transferee Companies, both wholly owned within the Barclays Group. The Scheme aimed to streamline holding in India, simplify shareholding structure, and realize benefits of greater synergies, simplification of management structure, and cost reduction. The Scheme would also reduce legal and regulatory compliances, enhance financial viability, and maintain creditor positions. The Boards of Directors of both companies had approved the Scheme. The Petitioner Companies complied with all requirements and filed necessary Affidavits of compliance. The Regional Director's report stated that the Scheme was not prejudicial to shareholders and the public, subject to certain observations. The Petitioner Companies addressed each observation, including tax implications, compliance with accounting standards, and the change of name for the Transferee Company. The Official Liquidator reported proper conduct of the Transferor Company's affairs. The Tribunal found the Scheme fair, reasonable, compliant with the law, and not against public policy. Consequently, the Company Scheme Petitions were made absolute, and directions were given for stamp duty adjudication, filing with the Registrar of Companies, and payment of costs to relevant authorities. All concerned parties were instructed to act on the order and sanctioned Scheme.
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