2017 (9) TMI 2012 - Tri - Companies Law

Sanction 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 violative to any provisions of law nor is contrary to public interest - Since all the requisite statutory compliances have been fulfilled the Company Scheme Petition Nos. 535 536 and 538 of 2017 are made absolute. Application allowed.

Summary

Issues:
Approval of Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.

Analysis:
The judgment delivered by the National Company Law Tribunal, Mumbai, involved the approval of a Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013. The scheme sought the merger of two companies, Rustomjee Constructions Private Limited and Yazarina Estates & Investments Private Limited, with Keystone Realtors Private Limited and their respective shareholders. The purpose of the scheme was to integrate operations, achieve synergies, rationalize costs, and consolidate 100% subsidiary companies. The Petitioner Companies had obtained approval for the scheme through Board Resolutions and had complied with all necessary requirements as per the directions of the Tribunal.

The Regional Director, Western Region, Mumbai, had submitted a report stating that the scheme did not appear prejudicial to the interests of shareholders and the public. Various aspects such as accounting treatment, tax implications, solvency certificates, and compliance with the Real Estate (Regulation and Development) Act, 2016 were addressed in the judgment. The Tribunal accepted the undertakings and clarifications provided by the Petitioner Companies in response to the observations made by the Regional Director.

The judgment detailed the accounting treatment to be followed by the Transferee Company, including compliance with accounting standards and the treatment of surplus or deficit arising from the scheme. It also addressed the compliance with tax laws and the requirement to serve notice to the Income Tax Department. The appointed date for the scheme was confirmed, and the need for filing solvency certificates with the Registrar of Companies was emphasized.

Furthermore, the judgment highlighted the need for compliance with the Real Estate (Regulation and Development) Act, 2016, and the Maharashtra Rules and Regulations, 2017, by the companies involved in real estate development. The Tribunal found the scheme to be fair, reasonable, and in accordance with the law, without being contrary to public interest. All requisite statutory compliances were fulfilled, leading to the approval of the Company Scheme Petitions. The Petitioner Companies were directed to file necessary documents with the Registrar of Companies and pay specified costs to relevant authorities within stipulated timelines.