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2020 (11) TMI 12 - Tri - Companies LawApproval 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 the petitioner companies to the proposed scheme, as well as the no objections filed by the regional director, northern region, the official liquidator, and the income tax department and if any, have been satisfied vide an undertaking filed by the Petitioner 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 petitioners however remain bound to comply with the statutory requirements in accordance with law. The Scheme approved.
Issues:
Approval of Scheme of Amalgamation under Sections 230 and 232 of the Companies Act, 2013. Analysis: The petition was filed for the approval of the Scheme of Amalgamation of Transferor Companies into Transferee Company under Sections 230 and 232 of the Companies Act, 2013. The Tribunal dispensed with the meetings of Equity Shareholders and Unsecured Creditors of certain Petitioner Companies due to specific circumstances. Subsequently, the required publications and notices were carried out as directed by the Tribunal. Affidavits were filed affirming compliance with the orders, including newspaper publications and serving copies of the petition to relevant authorities. The Regional Director's representation highlighted the compliance status of the petitioner companies regarding the filing of Form BEN-2. The Petitioner affirmed compliance with the necessary filings. The Income Tax Department reported an outstanding demand, which the Petitioner undertook to pay upon crystallization. The Official Liquidator did not raise objections against the proposed scheme, indicating no adverse findings regarding the affairs of the Transferor Company. The Tribunal noted that no pending proceedings or investigations under the Companies Act, 2013 or 1956 were against the Petitioner Companies. Statutory auditors confirmed the accounting treatment's conformity with prescribed standards. Considering the approvals received and no objections from relevant authorities, the Tribunal granted sanction to the scheme under Sections 230 and 232 of the Companies Act, 2013. However, the Petitioners were reminded to comply with statutory requirements. The order clarified that any deficiencies or violations would not be exempted by the sanction granted. It emphasized that the order did not grant exemption from payment obligations or compliance with other legal requirements. The Tribunal ordered the dissolution of transferor companies without winding up, transfer of properties to the transferee company, issuance of shares to shareholders, transfer of liabilities, continuation of proceedings, and employee transfer without interruption. The Petitioner companies were directed to register the order with the Registrar of Company for dissolution and consolidation of files. In conclusion, the Tribunal approved the Scheme of Amalgamation, providing detailed instructions for the transfer and dissolution of companies, share issuance, liability transfer, employee continuity, and registration procedures. The order emphasized compliance with statutory obligations and legal requirements despite the sanction granted.
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