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2021 (1) TMI 348 - Tri - Companies LawApproval 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 does not violate any provisions of law and is not contrary to public policy - Since all the requisite statutory compliances have been fulfilled, petition is made absolute in terms of prayer made in the Petition. The scheme is sanctioned - application allowed.
Issues Involved:
1. Sanction of the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013. 2. Compliance with statutory requirements and Accounting Standards. 3. Observations and compliance with the Regional Director's report. 4. Approval and compliance with the Income Tax Department. 5. Fairness and reasonableness of the Scheme. 6. Statutory compliances and procedural directives post-approval. Detailed Analysis: 1. Sanction of the Scheme of Amalgamation: The Tribunal was approached for the sanction of the Scheme of Amalgamation of Fast Track Diagnostics Private Limited with Siemens Healthcare Private Limited under Sections 230 to 232 of the Companies Act, 2013. The Board of Directors approved the Scheme on 24th January 2019, with the Appointed Date fixed as 1st April 2019. The Scheme aims to consolidate both companies into a single entity to streamline management, reduce costs, and enhance operational efficiency. 2. Compliance with Statutory Requirements and Accounting Standards: The Petitioner Company complied with all Tribunal directions and filed necessary affidavits. They undertook to comply with all statutory requirements under the Companies Act, 2013, and applicable Accounting Standards, including AS-14 (IND AS-103). The Scheme specifies that the Transferee Company will account for the amalgamation as per Indian Accounting Standard (Ind-AS) 103. 3. Observations and Compliance with the Regional Director's Report: The Regional Director's report dated 21st October 2020 raised several observations: - AS-14 Compliance: The Petitioner Company assured compliance with AS-14 and other applicable standards. - Appointed Date and Effective Date: The Scheme complies with the Ministry of Corporate Affairs' circular regarding the appointed and effective dates. - Section 232(3)(i) Compliance: The Petitioner Company undertook to comply with Section 232(3)(i) regarding fees on authorized capital. - FEMA Guidelines: The Company assured compliance with FEMA guidelines for foreign shareholders. - Jurisdictional Approval: The Scheme was approved by the NCLT, Delhi Bench, as the Transferor Company's registered office is in Delhi. - Section 13 Compliance: The Company undertook to file necessary forms for amending the Main Object Clause in the Memorandum of Association. 4. Approval and Compliance with the Income Tax Department: The Income Tax Department issued a 'No Objection' to the Scheme in its report dated 2nd September 2020. 5. Fairness and Reasonableness of the Scheme: The Tribunal found the Scheme to be fair, reasonable, and not in violation of any law or public policy. 6. Statutory Compliances and Procedural Directives Post-Approval: The Tribunal ordered the following: - The Scheme is sanctioned with the Appointed Date as 1st April 2019. - The Scheme is binding on all stakeholders, including shareholders, creditors, and employees. - The Petitioner must file the Order and Scheme with the Registrar of Companies within 30 days. - The Petitioner must lodge a copy of the Order and Scheme with the Superintendent of Stamps for stamp duty adjudication within 60 days. - The Petitioner must comply with all undertakings and issue newspaper publications regarding the Scheme's approval. - The Petitioner must take all necessary statutory steps under the Companies Act in pursuance of the Scheme. - Any interested person may apply to the Tribunal for further directions if necessary. The Tribunal concluded that all statutory compliances were fulfilled, and the Scheme was made absolute in terms of the Petition's prayer.
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