2020 (10) TMI 1179 - Tri - Companies Law

Approval of the Scheme of Amalgamation - Sections 230 and 232 of the Companies Act 2013 read with the Companies (Compromises Arrangements and Amalgamations) Rules 2016 and the National Company Law Tribunal Rules 2016 - HELD THAT - Upon considering the approval accorded by the members and creditors of all the petitioner companies to the proposed scheme as well as no objections filed by the regional director northern region the official liquidator and the income tax department and being satisfied in view of affidavit of undertaking filed by the transferee company there appears to be no impediment in sanctioning the present scheme. Consequently sanction is hereby granted to the scheme under section 230 232 of the companies act 2013. The petitioner however remain bound to comply with the statutory requirements in accordance with law. As a sequel sanction is hereby granted to the scheme under section 230 232 of the Companies Act 2013. The petitioner however remain bound to comply with the statutory requirements in accordance with law - Application allowed.

Issues:
1. Approval of Scheme of Amalgamation under Sections 230 and 232 of the Companies Act, 2013.
2. Compliance with procedural requirements for approval.
3. Reports and representations by Regional Director, Official Liquidator, and Income Tax Department.
4. Confirmation of accounting treatment by statutory auditors.
5. Sanctioning of the scheme and statutory compliance.
6. Dissolution of transferor companies and transfer of properties, rights, and liabilities to the transferee company.
7. Allotment of shares and transfer of employees to the transferee company.
8. Registration of the order with the Registrar of Companies.

Detailed Analysis:

1. The joint petition was filed for the approval of the Scheme of Amalgamation under Sections 230 and 232 of the Companies Act, 2013. The petitioners complied with the procedural requirements, including publication in newspapers and serving notices to relevant authorities.

2. The Regional Director, Official Liquidator, and Income Tax Department submitted reports without raising specific objections. The petitioners affirmed no pending proceedings against them under the Companies Act, 2013 or 1956. Statutory auditors confirmed the accounting treatment's conformity with government-notified standards.

3. Considering member and creditor approval, along with no objections from regulatory bodies, the Tribunal sanctioned the scheme under Sections 230 and 232 of the Companies Act, 2013. The petitioners were directed to comply with statutory requirements.

4. The order included directives for dissolution of transferor companies without winding up, transfer of properties and liabilities to the transferee company, continuation of pending proceedings, allotment of shares, and transfer of employees without interruption in services.

5. The petitioners were instructed to deliver a certified copy of the order to the Registrar of Companies for registration. Any interested party could seek necessary directions from the Tribunal. The scheme was approved, and the petition was disposed of accordingly, emphasizing compliance with statutory obligations and no exemption from legal payments.

This detailed judgment by the National Company Law Tribunal, New Delhi, addressed various legal aspects concerning the approval and implementation of a Scheme of Amalgamation under the Companies Act, 2013, ensuring procedural compliance and protection of stakeholders' interests throughout the process.

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