2020 (12) TMI 761 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Sections 230 232 of the Companies Act, 2013 - HELD THAT - There appears no impediment in sanctioning the present Scheme. Consequently, sanction is hereby granted to the Scheme under section 230 to 232 of the Companies Act, 2013. The Petitioners shall however remain bound to comply with the statutory requirements in accordance with law. If there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal to the scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the Petitioners. The scheme is sanctioned - application allowed.

Issues Involved:

1. Sanction of Scheme of Amalgamation.
2. Compliance with procedural requirements.
3. Observations and compliance with statutory authorities.
4. Transfer and vesting of properties, rights, and liabilities.
5. Continuation of legal proceedings.
6. Transfer of employees.
7. Allotment of shares.
8. Dissolution of Transferor Companies.
9. Payment of fees and costs.
10. Filing and registration of the order.
11. Liberty to apply for directions.
12. Payment to relief funds and associations.

Detailed Analysis:

1. Sanction of Scheme of Amalgamation:
The joint Second Motion Petition under Sections 230 & 232 of the Companies Act, 2013, was filed for the sanction of the Scheme of Amalgamation of Four Seasons Restaurant Private Limited and Four Seasons Trails Private Limited with Pinky Forex Tours and Travels Private Limited. The Tribunal found no impediment in sanctioning the Scheme, considering the approval from members and creditors and the no-objection affidavits from regulatory authorities.

2. Compliance with Procedural Requirements:
The first motion Application sought directions for dispensing with meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors. The Tribunal directed the meeting of Secured Creditors of the Transferee Company to be held, which unanimously approved the Scheme. Notices were advertised in newspapers, and served upon statutory authorities and objectors as required. Compliance affidavits were filed, confirming service of notices and publication.

3. Observations and Compliance with Statutory Authorities:
The Regional Director observed that the Transferee Company should submit consent affidavits of Unsecured Creditors or proof of payment. The Petitioner Companies undertook to comply with Section 232(3)(i) of the Companies Act, 2013, and paid the amounts due. The Transferor Company No. 1 clarified the filing of Form CHG-4 for satisfaction of charge. No objections were received from the Income Tax Department or the Registrar of Companies.

4. Transfer and Vesting of Properties, Rights, and Liabilities:
Upon the Scheme becoming effective from the Appointed Date, the undertakings of the Transferor Companies, including all properties, rights, and powers, will transfer to the Transferee Company without further act or deed. All licenses, permissions, and other benefits will also vest in the Transferee Company.

5. Continuation of Legal Proceedings:
All pending legal proceedings by or against the Transferor Companies will continue by or against the Transferee Company.

6. Transfer of Employees:
All employees of the Transferor Companies will become employees of the Transferee Company without interruption of service and on terms no less favorable than those they currently enjoy.

7. Allotment of Shares:
The Transferee Company will allot shares to the existing members of the Transferor Companies as per the Scheme of Amalgamation.

8. Dissolution of Transferor Companies:
The Transferor Companies will be dissolved without winding up. The Board of Directors and any committees thereof will stand dissolved without further act, instrument, or deed.

9. Payment of Fees and Costs:
The Transferee Company will deposit specified amounts to the Prime Minister's National Relief Fund, the Online Miscellaneous fee account of the Ministry of Corporate Affairs, and the NCLT Rajasthan Bar Association, Jaipur.

10. Filing and Registration of the Order:
The Transferor Companies must deliver a certified copy of the order to the Registrar of Companies within thirty days for registration. The Registrar will consolidate the files of the Transferor Companies with the Transferee Company.

11. Liberty to Apply for Directions:
Any interested person may apply to the Tribunal for necessary directions in the matter.

12. Payment to Relief Funds and Associations:
The Transferee Company must make payments to specified funds and associations within four weeks from the receipt of the certified copy of the order.

Conclusion:
The Tribunal sanctioned the Scheme of Amalgamation, subject to compliance with statutory requirements and payment of fees. The Transferor Companies' properties, rights, liabilities, and employees will transfer to the Transferee Company, and the Transferor Companies will be dissolved without winding up. The order does not exempt payment of stamp duty, taxes, or other charges.

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