2020 (9) TMI 1002 - Tri - Companies Law

Approval of Composite Scheme of Amalgamation and Plan of Merger - sections 230 to 232 read with section 234 and other applicable provisions of Companies Act, 2013 - HELD THAT - The observations of the Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai, mentioned in para 10 above, have been clarified by the Petitioner Companies in para 11 above. The clarifications are accepted. Moreover, the Petitioner Companies, through their Counsel, undertake to comply with all statutory requirementsrequired under the Companies Act, 2013 and the rules made thereunder, whichever is applicable. The undertakings given by the Petitioner Companies are accepted - The Official Liquidator, High Court, Bombay, has filed his report dated 14th July 2020 with the Tribunal, inter alia submitting that the affairs of the First Petitioner Company have been conducted in a proper manner. No objections have been raised with respect to the Scheme. 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, the Scheme is sanctioned. The Scheme is sanctioned, and the Appointed Date of the Scheme is fixed as opening hours of 1stMarch 2020 - application allowed.

Issues Involved:
1. Sanction of the Composite Scheme of Amalgamation and Plan of Merger under sections 230 to 232 read with section 234 of the Companies Act, 2013.
2. Compliance with statutory requirements and observations made by the Regional Director, Ministry of Corporate Affairs.
3. Observations and report of the Official Liquidator, High Court, Bombay.
4. Filing and stamping of the Order and Scheme with relevant authorities.

Comprehensive, Issue-wise Detailed Analysis:

1. Sanction of the Composite Scheme of Amalgamation and Plan of Merger:
The Tribunal was convened via videoconference, and no objections were raised against the petition. The sanction was sought under sections 230 to 232 read with section 234 of the Companies Act, 2013, for the Composite Scheme of Amalgamation and Plan of Merger between the Transferor and Transferee Companies. The Petitioner Companies approved the Scheme through Board Resolutions and approached the Tribunal for sanction. The rationale for the Scheme included consolidation of shale gas assets, integration of reserves, a strong financial structure, simplification of corporate structure, and reduction of overheads. The Scheme was deemed beneficial for shareholders, creditors, and stakeholders, and not prejudicial to the public interest.

2. Compliance with Statutory Requirements and Observations by the Regional Director:
The Regional Director filed a report with several observations:
- Compliance with applicable Accounting Standards (AS-14, Ind AS-103, AS-5, Ind AS-8).
- Clarification on the "Appointed Date" and "Effective Date" as per section 232(6) of the Companies Act, 2013.
- Undertaking that the Scheme is approved by the requisite majority of members and creditors.
- Affidavit confirming no discrepancies in the Scheme.
- Notices served to concerned authorities and compliance with section 232(3)(i).
- Compliance with FEMA Regulations/RBI Guidelines for Transferor Company-1.
- NOC from stock exchanges where the equity shares and debt instruments are listed.
- Clarification on complaints received and updates on the MCA portal.

The Petitioner Companies responded to these observations, confirming compliance with accounting standards, appointed and effective dates, requisite approvals, and notices. They also addressed the issues related to FEMA Regulations, stock exchange NOCs, and complaints.

3. Observations and Report of the Official Liquidator, High Court, Bombay:
The Official Liquidator submitted a report stating that the affairs of the First Petitioner Company were conducted properly and raised no objections to the Scheme.

4. Filing and Stamping of the Order and Scheme with Relevant Authorities:
The Tribunal directed the Petitioner Companies to file a copy of the Order and Scheme with the Registrar of Companies electronically in E-Form INC-28 within thirty days. They were also instructed to lodge a certified copy of the Order and Scheme with the Superintendent of Stamps for adjudication of stamp duty within sixty days. All concerned regulatory authorities were directed to act on the certified copy of the Order and Scheme.

Conclusion:
The Tribunal found the Scheme to be fair, reasonable, and compliant with the law. All requisite statutory compliances were fulfilled, and the Scheme was sanctioned with the Appointed Date fixed as 1st March 2020. The Petitioner Companies were directed to comply with filing and stamping requirements, and any interested or concerned authorities were given liberty to approach the Tribunal for further directions or clarifications.

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