2018 (4) TMI 1983 - Tri - Companies Law

Sanction of Scheme of Merger - Sections 230 to 232 of the Company Act, 2013 - HELD THAT - From the material on record, the Scheme of Merger by Absorption appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. The scheme is sanction - application allowed.

Summary

Issues involved:
Sanction of a Scheme of Merger by Absorption u/s 230 to 232 of the Companies Act, 2013 involving three companies and their shareholders.

Details of the Judgment:

1. The Scheme aims to merge two Transferor Companies primarily engaged in lending with a Transferee Company engaged in housing finance to reduce risk, enhance efficiency, and simplify corporate structure.

2. The Authorised Share Capital of the companies involved and the compliance with statutory requirements were detailed in the petition.

3. The Regional Director's report highlighted the compliance with accounting standards and serving of notices to concerned authorities as required by law.

4. The Petitioners clarified and undertook to comply with all necessary requirements and amendments suggested by authorities like the National Housing Bank.

5. The Official Liquidator's report confirmed proper conduct of affairs and no objections were raised against the Scheme.

6. The Tribunal found the Scheme fair, reasonable, compliant with the law, and not against public policy, ordering the transfer of liabilities, dissolution of Transferor Companies, and issuance of new shares to shareholders.

7. Directions were given for stamp duty adjudication, filing with the Registrar of Companies, payment of costs, and the appointed date of the Scheme.

Separate Judgment:
No separate judgment was delivered by the judges.