2022 (11) TMI 1467 - Tri - Companies Law

Approval of Scheme of amalgamation - section 233(6) of the Companies Act, 2013 - HELD THAT - After analysing the Scheme in detail, this Tribunal is of the considered view that the scheme as contemplated amongst the petitioner companies seems to be prima facie will not be in any way detrimental to the interest of the shareholders of the Company. The scheme is approved - application allowed.

Summary

Issues:
1. Approval of Scheme of amalgamation under section 233(6) of the Companies Act, 2013.
2. Rejection of the Scheme by the Respondent based on shareholder approval percentage.
3. Interpretation of Section 233(1)(b) regarding approval by members holding 90% of total shares.
4. No objection expressed by the Regional Director and compliance with statutory requirements.
5. Sanctioning of the Scheme by the Tribunal.

Analysis:
1. The application was filed seeking approval of the Scheme of amalgamation by the Transferee Company under section 233(6) of the Companies Act, 2013. The Applicant Company sought approval as per the provisions of the Companies Act, 2013, which was rejected by the Respondent due to shareholder approval percentage discrepancies.

2. The rejection was based on the Respondent's view that the approval obtained from the shareholders did not meet the requirement of 90% of the total number of shares as mandated by Section 233(1)(b) of the Companies Act, 2013. The Applicant argued that the interpretation of this section should consider the total number of shares of members attending/voting at a general meeting, not members holding 90% of the paid-up share capital of the Company.

3. The Regional Director expressed no objection to the approval of the Scheme under section 230(6) of the Companies Act, 2013, highlighting the approval by the majority of persons representing 3/4th in value of the creditors or members. The Tribunal, after analyzing the Scheme and considering previous decisions and no objections from regulatory authorities, sanctioned the Scheme under Section 233(6) of the Companies Act, 2013.

4. Compliance with statutory requirements was evident, with no pending investigation proceedings against the Transferor Companies or proceedings for oppression or mismanagement. The Tribunal clarified that any deficiency found or violation committed would not prevent action being taken against concerned persons in accordance with the law.

5. The Tribunal approved the Scheme, emphasizing that the order did not grant exemption from payment of stamp duty, taxes, or any charges due under the law. The Scheme was deemed fair, reasonable, compliant with statutory provisions, and binding on all members, creditors, and shareholders, as approved by the respective companies' shareholders.

Conclusion:
The Tribunal allowed the Company Petitions and sanctioned the Scheme of Arrangement, ensuring compliance with legal requirements and addressing objections raised by the Respondent. The approval was granted based on the Scheme's fairness, compliance with statutory provisions, and the absence of any pending investigations or proceedings against the involved companies.