2021 (2) TMI 57 - 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, CP(CAA)/927/MB-III/2020 is made absolute. The Scheme is sanctioned hereby, and the Appointed Date of the Scheme is fixed as 1stApril2019. The Transferor Companies are ordered to be dissolved without winding up - Petitioner Companies are directed to file a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically in Form INC-28 within thirty days from the date of receipt of the Order duly certified by the Deputy Registrar/ Assistant Registrar of this Tribunal.

Summary

Issues:
1. Sanction sought under sections 230 to 232 of the Companies Act, 2013 for the Scheme of Merger.
2. Compliance with statutory requirements and observations made by the Regional Director.
3. Approval and dissolution of Transferor Companies without winding up.
4. Filing and lodgment requirements post the sanction of the Scheme.

Analysis:
1. The petitioners sought the Tribunal's sanction under sections 230 to 232 of the Companies Act, 2013 for the Scheme of Merger involving three companies. The scheme aimed at merging two Transferor Companies engaged in horse breeding and trading with a Transferee Company involved in producing agricultural products. The benefits included consolidating businesses, resources, and activities for future growth, avoiding duplication, and benefiting stakeholders.

2. The compliance with statutory requirements and observations made by the Regional Director were meticulously addressed by the petitioners. They obtained consent affidavits from shareholders and creditors, ensuring compliance with the Companies Act, 2013. The Regional Director's report highlighted the need for accounting entries, appointed date clarity, compliance with section 232(3)(i), and approval by requisite majority, all of which were duly explained and affirmed by the petitioners.

3. The Official Liquidator's report confirmed that the affairs of the Transferor Companies were not prejudicial, allowing for their dissolution without winding up. The Tribunal found the Scheme fair, reasonable, compliant with the law, and not against public policy. Consequently, the Scheme was sanctioned, with the Appointed Date set as 1st April 2019, and the Transferor Companies ordered to be dissolved without winding up.

4. Post the sanction, the petitioners were directed to file the order and Scheme with the Registrar of Companies electronically, lodge a copy for stamp duty adjudication, and ensure regulatory authorities act upon the certified order. Any interested party was granted liberty to apply for necessary directions. The Tribunal pronounced the order in open court, ensuring all requirements were met for the successful implementation of the Scheme of Merger.