2021 (2) TMI 890 - Tri - Companies Law

Approval of scheme of amalgamation - 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 made in the Times of India (English) and Deepika Daily (Malayalam) on 28.02.2020 and that no objection received from any one against the Scheme of Amalgamation of the Petitioner Companies. On due appreciation of the facts and circumstances involved in this case and considering, the report of the ROC that the Regional Director, Ministry of Corporate Affairs has not objected to the proposed Amalgamation between the Petitioner Companies, this Bench is of the opinion that the Scheme placed before this Bench on 18.02.2020, can be sanctioned. Hence, this Tribunal Sanction the Scheme of Amalgamation of M/s. Commodity Online (India) Limited ( the 1st Transferor Company) and M/s. Celebrus Capital Limited ( the 2nd Transferor Company) with M/s. Acumen Capital Market (India) Limited ( the Transferee Company ) and the Appointed Date of the Scheme is fixed as opening hours of 31st March, 2019 - application disposed off.

Issues Involved:
1. Sanctioning the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.
2. Dispensation of meetings for Equity Shareholders and Creditors.
3. Benefits and terms of the Scheme of Amalgamation.
4. Transfer and vesting of assets and liabilities.
5. Legal proceedings and contracts post-amalgamation.
6. Tax treatment and employee transition.
7. Issuance of shares and accounting treatment.
8. Compliance with regulatory requirements and approvals.

Detailed Analysis:

1. Sanctioning the Scheme of Amalgamation:
The Company Petition CP(CAA)/01/KOB/2020 was filed under Section 230 read with Section 232 of the Companies Act, 2013, seeking approval for the Scheme of Amalgamation of the Transferor Companies with the Transferee Company. The petitioners sought the Tribunal's sanction for the arrangement, making it binding on all stakeholders.

2. Dispensation of Meetings for Equity Shareholders and Creditors:
The First and Second Petitioner Companies filed applications to dispense with the meetings of Equity Shareholders and Creditors. The Tribunal directed the convening of such meetings to consider and approve the Scheme of Amalgamation.

3. Benefits and Terms of the Scheme of Amalgamation:
The Scheme proposed the amalgamation of the Transferor Companies with the Transferee Company to achieve greater infrastructure sharing, operational efficiencies, and cost optimization. The appointed date of the Scheme was set as 31st March 2019. The entire undertakings and businesses of the Transferor Companies would be transferred to and vested in the Transferee Company as a going concern without any further act or deed.

4. Transfer and Vesting of Assets and Liabilities:
Upon the Scheme's effectiveness, all assets and properties of the Transferor Companies would be transferred to the Transferee Company. Similarly, all liabilities, including secured and unsecured debts, would be transferred to the Transferee Company. Existing securities, mortgages, and encumbrances would continue to relate to the transferred assets.

5. Legal Proceedings and Contracts Post-Amalgamation:
All ongoing legal proceedings involving the Transferor Companies would continue against the Transferee Company. Contracts, deeds, agreements, and licenses to which the Transferor Companies were parties would remain in effect and be enforceable by or against the Transferee Company.

6. Tax Treatment and Employee Transition:
Taxes paid by the Transferor Companies for liabilities arising after the appointed date would be deemed paid by the Transferee Company. Employees of the Transferor Companies would become employees of the Transferee Company without any break in service, retaining their terms and conditions of employment.

7. Issuance of Shares and Accounting Treatment:
Upon the Scheme's effectiveness, the shares of the Transferor Companies held by the Transferee Company would be extinguished. Equity shareholders of the Transferor Companies would be allotted shares in the Transferee Company in the specified proportion. The Transferee Company would follow applicable accounting standards for recording the assets, liabilities, and reserves of the Transferor Companies.

8. Compliance with Regulatory Requirements and Approvals:
The Tribunal directed all concerned regulatory authorities to act upon receipt of the certified order. The Petitioner Companies were instructed to file the order and the Scheme with the Registrar of Companies. The Transferee Company was required to comply with Section 232(3)(i) of the Companies Act, 2013, and file the amended Memorandum of Association and Articles of Association.

Conclusion:
The Tribunal sanctioned the Scheme of Amalgamation, fixing the appointed date as 31st March 2019. The order included directives for regulatory compliance, filing requirements, and provisions for further clarifications and directions. The CP (CAA)/01/KOB/2020 was disposed of accordingly.

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