2020 (9) TMI 653 - Tri - Companies Law

Sanction of Amalgamation Scheme of Merger by Absorption - Sections 230 to 232 of Companies Act - HELD THAT - From the material on record, the Scheme appears to be fair and reasonable and is not contrary to public policy - Since all the requisite statutory compliances have been fulfilled, CSP NO. 2987 OF 2019 is made absolute in terms of prayers clause (a) to (d). Petitioners are directed to lodge a copy of this Order along with a copy of the Scheme of Merger by Absorption with the concerned Registrar of Companies, electronically along with E-Form INC-28, in addition to physical copy, as per the relevant provisions of the Companies Act , 2013 - The Petitioner Companies to lodge a copy of this Order and the Scheme duly certified by the Deputy Registrar or Assistant Registrar, National Company Law Tribunal, Mumbai Bench, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable within 60 days from the date of receipt of the order, if any.

Summary

Issues: Approval of Scheme of Merger by Absorption under Sections 230 to 232 of Companies Act, 2013.

In this judgment by the National Company Law Tribunal, Mumbai Bench, the Petitioner sought approval for a Scheme of Merger by Absorption under Sections 230 to 232 of the Companies Act, 2013. The Petitioner Company had passed Board Resolutions approving the Scheme, which aimed to combine activities and operations into a single entity for synergistic linkages and cost efficiencies. The Petitioner had complied with all requirements and filed necessary affidavits of compliance. The Regional Director had filed a Report, outlining various observations and requirements for the scheme to be considered by the Tribunal.

The Regional Director's Report highlighted key aspects such as compliance with accounting standards, appointed and effective dates, jurisdictional approvals, stamp duty considerations, and filing of undertakings and notices to regulatory authorities. The Petitioner Companies responded to each observation, providing clarifications and undertakings as required. The Tribunal accepted the explanations and undertakings provided by the Petitioner Companies, finding the Scheme fair, reasonable, and in line with statutory compliances.

The Tribunal made the Scheme absolute, directing the Petitioners to lodge a copy of the Order and Scheme with the Registrar of Companies, electronically and physically, and with the Superintendent of Stamps for stamp duty adjudication. Regulatory authorities were instructed to act on the Order accordingly. The judgment emphasized the importance of compliance with statutory provisions and the need for regulatory authorities to be informed and involved in the merger process.