2021 (4) TMI 942 - Tri - Companies Law

Sanction of the Composite Scheme of Arrangement - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT - Certificates of the respective statutory auditors of the Petitioner Companies have been placed on record to the effect that the accounting treatment provided for in the Scheme is in conformity with applicable accounting standards notified under Section 133 of the Act. There appears to be no impediment in sanctioning the Scheme which appears to be fair and reasonable and not contrary to public policy or violative of any provisions of law. All the statutory requirements of Sections 230-232 of the Act appear to have been complied with - Petition allowed.

Summary

Issues involved:
Company petition under Sections 230 to 232 of the Companies Act, 2013 for sanction of a Composite Scheme of Arrangement involving three companies.

Detailed Analysis:

1. Company Petition and Purpose of the Scheme:
The Company Petition was filed under Sections 230 to 232 of the Companies Act, 2013 for the sanction of a Composite Scheme of Arrangement involving three companies - M/s. MJI Tech Private Limited, M/s. VKG Electronics Private Limited, and M/s. Goodre Private Limited. The purpose of the Scheme was to achieve greater efficiency in resource management, cost savings, simplification of business operations, and improvement of organizational functioning through corporate restructuring.

2. Background of the Companies Involved:
Each of the three companies involved in the Scheme - M/s. MJI Tech Private Limited, M/s. VKG Electronics Private Limited, and M/s. Goodre Private Limited - were described in detail, including their businesses, incorporation details, and registered office addresses.

3. Approval of the Scheme:
The board of directors of the Transferor Companies 1 & 2, along with the Transferee Company, had approved the Scheme through their respective board resolutions dated 05.07.2018.

4. Reports and Observations:
The Regional Director and the Official Liquidator filed reports with observations related to compliance with statutory provisions and the conduct of the companies. The Income Tax department also submitted reports emphasizing the need to protect revenue rights during tax assessments post-merger.

5. Compliance and Affidavit:
The Petitioner Companies confirmed compliance with directions given by the Tribunal and stated in a joint affidavit that no objections to the Scheme had been received. They also undertook to pay additional filing fees and amend the Scheme accordingly.

6. Auditors' Certificates and Sanction of the Scheme:
Certificates from statutory auditors confirming accounting treatment conformity with applicable standards were submitted. The Tribunal found no impediment in sanctioning the Scheme, deeming it fair, reasonable, and compliant with statutory requirements under Sections 230-232 of the Act.

7. Final Order and Directions:
The Tribunal sanctioned the Scheme, emphasizing that the order did not exempt the companies from payment of stamp duty, taxes, or any other charges as per law. The Petitioner Companies were directed to comply with all statutory requirements and were given the liberty to seek further directions from the Tribunal if necessary.

This detailed analysis covers the legal judgment delivered by the National Company Law Tribunal, Principal Bench, New Delhi, regarding the sanctioning of a Composite Scheme of Arrangement involving three companies under Sections 230 to 232 of the Companies Act, 2013.