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2021 (2) TMI 719 - Tri - Companies LawApproval of Scheme of Demerger - Section 230 read with Section 232 of the Companies Act, 2013 - HELD THAT - As required under Rule 16 of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 paper publication has been affected in two Newspapers, i.e., the Times of India (English) and Deepika (Malayalam) on 28.02.2020 and no objection has been received from any corner against the Scheme of Demerger of the Petitioner Company - this Bench is of the view that the Scheme of Demerger placed before this Bench on 18.02.2020, can be sanctioned. Hence, this Tribunal Sanction the Scheme of De-merger between M/s. Commodity Online (India) Limited (Demerged Company) with M/s. Celebrus Commodities Limited, 27/540, III Floor, EAK Towers, Main Avenue, Panampilly Nagar, Kochi- 682 036 (the Resultant Company/ Transferee Company) and the Appointed Date of the Scheme is fixed as opening hours of 31st March, 2019. This Tribunal found that the Scheme of Demerger appears to be fair and reasonable and it is also not violative of any provisions of law and is not contrary to any public policy - All the assets and liabilities including taxes and charges, if any, and duties of the Demerger Company, shall, pursuant to Section 232 of the Company Act, 2013, be transferred to and become the liabilities and duties of the Transferee Company M/s Celebrus Commodities Limited. Petition disposed off.
Issues:
1. Sanctioning the Scheme of Demerger under Sections 230 to 232 of the Companies Act, 2013. 2. Compliance with necessary approvals and permissions for the implementation of the Scheme. 3. Approval by the National Company Law Tribunal. 4. Transfer of assets and liabilities to the Transferee Company. 5. Lodging certified copies with concerned authorities for stamp duty adjudication. 6. Filing certified copies with the Registrar of Companies. 7. Directions for interested parties and authorities under the Scheme of Demerger. Analysis: 1. The Company Petition was filed seeking sanction for the Scheme of Demerger between the Transferor Company and the Transferee Company under Sections 230 to 232 of the Companies Act, 2013. The Petitioners requested the arrangement to be declared binding on all relevant parties and authorities. The Tribunal had previously directed meetings of equity shareholders and creditors to consider and approve the Scheme. 2. The Scheme was subject to various conditions, including obtaining necessary consents, approvals, and permissions from appropriate authorities, approval by shareholders and creditors, compliance with applicable laws, and approval by the National Company Law Tribunal. The Board of Directors of both companies had unanimously approved the Scheme. 3. The Regional Director, Ministry of Corporate Affairs, did not raise any objections to the Scheme after examination. Public notices were published, and no objections were received. The Tribunal found that all necessary procedures had been followed diligently before filing the Company Petition. 4. After due consideration and hearing the arguments, the Tribunal sanctioned the Scheme of Demerger between the two companies, with the Appointed Date set as the opening hours of 31st March, 2019. The Scheme was deemed fair, reasonable, compliant with the law, and not against public policy. 5. The Tribunal ordered the transfer of all assets, liabilities, taxes, charges, and duties of the Demerged Company to the Transferee Company. The Petitioners were directed to comply with the clarifications and undertakings given, lodge certified copies with the Superintendent of Stamps for stamp duty adjudication, and file copies with the Registrar of Companies. 6. Additionally, the Tribunal provided directions for interested parties to apply for necessary directions, authorized concerned authorities to seek clarifications or directions, and ensured that the sanctioning of the Scheme would not hinder any assessments by relevant authorities arising from the Demerger transactions. 7. Finally, the Company Petition was disposed of, with detailed instructions for compliance and further actions under the sanctioned Scheme of Demerger.
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