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2020 (12) TMI 286 - Tri - Companies LawApproval of the Scheme of Merger - Section 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - In view of absence of any objections having been placed on record before this Tribunal and since all the requisite statutory compliances having been fulfilled, this Tribunal, sanctions the Composite Scheme of Arrangement, annexed as Annexure A7 with the Company Petitions as well as the prayer made therein. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in the way of action being taken, albeit, in accordance with law, against the persons concerned and directors and officials of the petitioners. While approving the Scheme, it is clarified that this order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any other charges, if any payment is due or required in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law - Petition allowed.
Issues:
Approval of Scheme of Merger under Companies Act, 2013 Analysis: 1. The Company Petition was filed for the approval of the Scheme of Merger between the Transferor Company and the Transferee Company under Sections 230 to 232 of the Companies Act, 2013, and other applicable provisions. The Scheme was annexed to the Company Petition for reference. 2. The Transferor Company's registered office fell under the jurisdiction of NCLT, Mumbai, where the Scheme was sanctioned earlier. The First Motion Application was filed with this Tribunal for directions regarding meetings of Equity Shareholders and Unsecured Creditors. 3. Petitioner Companies filed petitions for the Scheme's sanction, complying with directions for paper publication and notices to regulatory authorities. The meeting was held, and reports were submitted to the Tribunal. 4. The Transferee Company fulfilled publication and notice requirements as directed by the Tribunal, serving relevant authorities and filing necessary documents. 5. The holding company's reorganization was highlighted by the Senior Counsel, emphasizing shareholder interests in the merger. 6. The Regional Director's report raised a compliance issue regarding the payment of fees for the enhanced authorized capital post-merger, which the Transferee Company agreed to address. 7. Other statutory authorities did not object to the Scheme, and the Competition Commission of India approval was not required due to specific exemptions. 8. Independent Statutory Auditor certificates confirmed compliance with Accounting Standards, and no pending investigation proceedings were reported against the Petitioner Companies. 9. The NCLT New Delhi's observations in a previous case regarding tax liabilities were noted, but no objections were raised against the current Scheme. 10. With all statutory compliances met and no objections raised, the Tribunal sanctioned the Scheme, emphasizing compliance with all legal requirements. 11. The Tribunal clarified that the order did not exempt any party from statutory duties or charges, emphasizing compliance with all legal obligations. 12. Detailed orders were issued regarding the transfer of assets, liabilities, employees, proceedings, and other necessary actions to effectuate the Scheme's implementation. 13. The Company Petition was allowed based on the terms mentioned in the detailed order, ensuring a smooth transition and compliance with all legal requirements.
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