2020 (12) TMI 818 - Tri - Companies Law

Approval of Scheme of Amalgamation - Sections 230 to 232, and other applicable provisions of the 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 is made absolute in terms of the prayer clauses (a) to (e) 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 - Application allowed.

Summary

Issues:
1. Sanction of amalgamation under Sections 230 to 232 of the Companies Act, 2013.
2. Compliance with statutory requirements and objections raised by the Regional Director.
3. Dissolution of Transferor Companies.
4. Fairness and reasonableness of the Scheme.
5. Appointed Date and Effective Date determination.
6. Compliance with accounting standards and regulations.

Analysis:
1. The judgment concerns the sanction of a Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013, involving three companies - Kripa Trading Private Limited, Purica Foods Private Limited, and Roop Commercials Private Limited. The Petitioner Companies sought approval for the amalgamation to streamline business operations, achieve cost efficiencies, and leverage operational synergies. The Board of Directors of the companies had approved the Scheme, and no objections were raised during the proceedings.

2. The Regional Director, Ministry of Corporate Affairs, raised certain objections in a report, including compliance with accounting standards, fee set-off provisions under section 232(3)(i) of the Companies Act, 2013, and treatment of Capital Reserve post-amalgamation. The Petitioner Companies provided detailed clarifications and undertakings to address these concerns, ensuring compliance with all statutory requirements and regulations.

3. The Official Liquidator, High Court, Bombay, submitted a report confirming proper conduct of affairs by the Transferor Companies and recommended their dissolution. The Tribunal found the Scheme fair, reasonable, and in accordance with the law, leading to the dissolution of the Transferor Companies without winding up.

4. Considering the fulfillment of all statutory compliances and the absence of legal violations, the Tribunal made Company Petition No. 946/MB/C-IV/2020 absolute, granting sanction to the Scheme with the Appointed Date set as 1st April, 2019. The Tribunal directed regulatory authorities to act on the certified copy of the order and instructed the Petitioner Companies to file necessary documents with the Registrar of Companies and Superintendent of Stamps within specified timelines.

5. The judgment emphasized the importance of compliance with accounting standards, regulations, and statutory requirements to ensure the legality and effectiveness of the amalgamation process. The detailed analysis and responses provided by the Petitioner Companies to address objections and concerns raised by regulatory authorities played a crucial role in obtaining the Tribunal's approval for the Scheme.