2021 (1) TMI 1026 - Tri - Companies Law

Approval of scheme of Amalgamation - section 230 to 232 of the Companies Act 2013 - HELD THAT - Upon considering the approval accorded by the members and creditors of the Petitioner Companies to the proposed Scheme, and the affidavits filed by the Regional Director, North Western Region, ROC, Chhattisgarh, the reports of the official Liquidator, Chhattisgarh etc., there appears to be no impediment in sanctioning the present scheme. Consequently, sanction is hereby granted to the scheme under Sections 230 to 232 of the Companies Act, 2013. The Petitioner shall however, remain bound to comply with the 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 granting exemption from payment of stamp duty, taxes including income tax, GST etc. or any other charges, if any, and payment accordance with law or in respect of any permission/compliance with any other requirement which may be specifically required under any law - Notwithstanding the above, if there is any deficiency found, or violation committed of any enactment, statutory rules or regulation, the sanction granted by this Tribunal to the scheme will not come in the way of action being taken in accordance with law, against the concerned persons, directors and official of the petitioners. The scheme of Amalgamation be sanctioned by this National Company Law Tribunal, Cuttack Bench to be binding with effect from appointed date on the Transferee Company, the Transferor Companies, their shareholders, and all concerned - the said Transferor Companies with all their respective assets, properties, rights, powers, titles, and interest thereof be transferred to and vested without any further act or deed in the Transferee Company and accordingly the same shall pursuant to section 230 to 232 of the Companies Act 2013 be Transferred to and vested in the Transferee company for all the estates and interests of the said Transferor Companies therein but subject nevertheless to all charges, now affecting the same.

Summary

Issues:
Sanction of Scheme of Amalgamation involving multiple companies.

Analysis:
The petition sought approval from the National Company Law Tribunal for a Scheme of Amalgamation involving the Transferor Companies and the Transferee Company. The Scheme proposed the transfer of assets, properties, rights, and claims of the Transferor Companies to the Transferee Company as detailed in the annexed Scheme of Amalgamation. The authorized share capital and details of each company were provided in the petition to establish their financial standing and compliance with the Companies Act, 1956. Notably, the petitioners confirmed that there were no pending proceedings under relevant sections of the Companies Act, 1956 or Companies Act, 2013 against any of the petitioner companies.

The Tribunal had previously waived the meetings of equity shareholders and secured creditors of the Petitioner Companies based on written consents obtained. Separate meetings of unsecured creditors were ordered as per the Tribunal's directive. Notices were duly sent to statutory authorities, and compliance was reported in terms of the Tribunal's order. A certificate from a Chartered Accountant regarding compliance with Accounting standards was also submitted. The petitioners affirmed that the Scheme did not involve any reduction of share capital, corporate debt restructuring, or compromise with creditors.

Following due process, the Tribunal directed publication of the petition, served notices to concerned authorities, and received responses from the Regional Director and other entities. The Regional Director's observations and submissions were considered, leading to the conclusion that there were no impediments to sanctioning the Scheme under Sections 230 to 232 of the Companies Act, 2013. The Tribunal granted sanction to the Scheme, emphasizing compliance with statutory requirements.

The detailed Orders issued by the Tribunal sanctioned the Scheme of Amalgamation, binding it on the Transferee Company, Transferor Companies, shareholders, and all concerned parties. The transfer of assets, liabilities, and duties to the Transferee Company was authorized, along with the continuation of legal proceedings involving the Transferor Companies. The name change of the Transferee Company was approved, and directions were given for necessary filings and dissolution of Transferor Companies. Compliance with stamp duty, taxes, and other charges was emphasized, and provisions were made for further applications or directions if necessary.

In conclusion, the Tribunal approved the Scheme of Amalgamation, outlining specific actions and timelines for implementation. The detailed Orders covered various aspects of the transfer process, compliance requirements, and post-sanction procedures to ensure the effective execution of the Scheme.