2021 (1) TMI 813 - Tri - Companies Law

Approval of the scheme of amalgamation - Section 230-232 of Companies Act, 2013 - HELD THAT - Upon considering the approval accorded by the Members and Creditors of all Companies to the proposed Scheme, and no sustainable objections having been raised by the Office of the Regional Director, Income Tax Department or any other interested party, there does not appear to be any impediment in granting sanction to the Scheme. Accordingly, in sequel to the above, sanction is hereby granted to the Scheme of Amalgamation under section 230-232 of the Companies Act, 2013. The sanctioned Scheme of Amalgamation shall be binding on the Transferor and Transferee Company, and their Shareholders and Creditors. The Parties shall also be bound to comply with the requisite statutory requirements in accordance with law. 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 statutory dues, if any, and payment in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law. Further the approval of the scheme would in no manner affect the tax treatment of the transactions under Income Tax Act, 1961 or serve as any exemption or defense for the applicant companies against tax treatment in accordance with the provisions of Income Tax Act, 1961. The scheme is approved - application allowed.

Issues:
1. Approval of scheme of amalgamation under Sections 230-232 of Companies Act, 2013.
2. Compliance with statutory requirements and objections raised by concerned parties.
3. Reports from Official Liquidator, Regional Director, and Income Tax Department.
4. Sanctioning of the scheme of amalgamation and its binding effect.
5. Clarifications regarding stamp duty, taxes, and statutory dues.
6. Directions for dissolution of Transferor Company and transfer of benefits, contracts, employees, and liabilities to Transferee Company.
7. Filing of Certified Copy of Order with Registrar of Companies for dissolution of Transferor Company.

Detailed Analysis:
1. The judgment involves the approval of a scheme of amalgamation under Sections 230-232 of the Companies Act, 2013 between two companies, namely Precise Laboratories Private Limited (Transferor Company) and Northern Aromatics Limited (Transferee Company). The purpose is to amalgamate the companies with their shareholders and creditors.

2. The jurisdiction of the Tribunal is established as both the Transferor and Transferee Companies have their registered offices in New Delhi. The scheme's appointed date is set as 1st April, 2019, and the first motion dispensing the meetings of equity shareholders, secured creditors, and unsecured creditors was granted by the Tribunal.

3. Reports from the Official Liquidator, Regional Director (Northern Region) of the Ministry of Corporate Affairs, and the Income Tax Department were considered. The Official Liquidator confirmed no complaints against the scheme, while the Regional Director highlighted compliance requirements for the Transferee Company.

4. Subsequently, the Tribunal sanctioned the scheme of amalgamation, noting the approval from members and creditors of both companies, absence of sustainable objections, and compliance with statutory authorities. The scheme is binding on the companies, shareholders, and creditors, subject to necessary statutory requirements.

5. Clarifications were provided regarding the scheme's approval not exempting from stamp duty, taxes, or other statutory dues. The tax treatment under the Income Tax Act, 1961 remains unaffected by the approval, emphasizing compliance with tax laws.

6. Directions were issued for the dissolution of the Transferor Company upon the scheme's effective date, transfer of benefits, contracts, employees, and liabilities to the Transferee Company. All obligations and liabilities of the Transferor Company were deemed to be transferred to the Transferee Company.

7. The Petitioner Companies were directed to file a Certified Copy of the Order with the Registrar of Companies within thirty days for the dissolution of the Transferor Company. This filing would consolidate all documents relating to both companies with the Transferee Company, concluding the Company Petition.

This detailed analysis covers the various aspects of the judgment, including approval, compliance, reports, sanctions, clarifications, directions, and filing requirements, ensuring a comprehensive understanding of the legal proceedings.

← Previous Next →