2020 (11) TMI 61 - Tri - Companies Law

Approval of scheme of amalgamation - sections 230 to 232 of the Companies Act, 2013, and other applicable provisions of Companies Act, 2013 - HELD THAT - 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, Company Petition No.77/MB.V/2020 is made absolute in terms of the prayer clauses (a) (b) in the said Company Petition. The Scheme is hereby sanctioned, with the Appointed Date fixed as 1st April 2019. The Transferor Companies be dissolved without winding up.

Summary

Issues Involved:
1. Sanction of Scheme of Amalgamation under sections 230 to 232 of the Companies Act, 2013.
2. Compliance with statutory requirements and accounting standards.
3. Protection of creditors' interests.
4. Filing and compliance with regulatory authorities.

Issue-wise Detailed Analysis:

1. Sanction of Scheme of Amalgamation:
The Tribunal was convened via videoconferencing, and no objections were raised against the Petitions. The sanction was sought for a Scheme of Amalgamation involving eight companies (Transferor and Transferee Companies). The Scheme was approved by the respective Board Resolutions of the Petitioner Companies. The rationale for the Scheme included consolidation of wholly-owned subsidiaries, business synergy, pooling of resources, financial stability, and enhancement of shareholders' value.

2. Compliance with Statutory Requirements and Accounting Standards:
The Petitioner Companies confirmed compliance with all Tribunal directions and filed necessary affidavits. The Regional Director's Report highlighted the need for compliance with AS-14 (Ind AS-103) and other applicable accounting standards. The Petitioner Companies undertook to pass necessary accounting entries and comply with section 232(6) of the Companies Act, 2013. They confirmed the Scheme's effective date as 1st April 2019 and compliance with General Circular No.9/2019 issued by the Ministry of Corporate Affairs.

3. Protection of Creditors' Interests:
The Regional Director emphasized the protection of creditors' interests. The Petitioner Companies confirmed that all liabilities of the Transferor Companies would transfer to the Transferee Company from the Appointed Date, ensuring creditors' interests were safeguarded. The Official Liquidator's report indicated that the Transferor Companies' affairs were conducted properly, further supporting the protection of creditors' interests.

4. Filing and Compliance with Regulatory Authorities:
The Petitioner Companies served notices to concerned authorities and filed affidavits confirming service. They undertook to file a copy of the Tribunal's Order with the Reserve Bank of India within 30 days. The Tribunal directed the Petitioner Companies to file the Order and Scheme with the Registrar of Companies electronically and in physical form within 30 days. Additionally, the Order had to be lodged with the Superintendent of Stamps within 60 days for stamp duty adjudication.

Conclusion:
The Tribunal found the Scheme fair, reasonable, and compliant with the law. It sanctioned the Scheme with the Appointed Date as 1st April 2019, dissolving the Transferor Companies without winding up. The Petitioner Companies were directed to comply with all filing requirements and regulatory authorities were instructed to act on the certified Order. The Tribunal allowed for any interested person or concerned authority to approach it for further directions or clarifications. The judgment was pronounced in open court, and the file was consigned to the record.