2021 (4) TMI 1180 - Tri - Companies Law

Sanction of scheme of arrangement - not-for-profit Companies registered under Section 8 of the Companies Act, 2013 - Petitioner Companies belonging to the same management group or not - HELD THAT - On perusal of the Scheme and the proceedings, it appears that the requirements of the provisions of section 230 and 232 of the Companies Act, 2013 are satisfied. The Scheme of Arrangement envisaging amalgamation of UNM Foundation, the Petitioner Transferor Company with Tornascent Care Institute, the Petitioner Transferee Company, which is at Annexure- T to the petition is hereby sanctioned and it is declared that the same shall be binding on the Petitioner Companies, their shareholders and unsecured creditors and all concerned under the scheme - this Bench is of the opinion that in respect of any change in name, the Petitioner/Transferee Company shall comply Section 13 of the Companies Act separately/independently. Petition disposed off.

Issues:
1. Sanction of Scheme of Arrangement under Sections 230 and 232 of the Companies Act, 2013 for amalgamation of two companies belonging to the same management group.
2. Compliance with meeting requirements for shareholders and unsecured creditors.
3. Response to representations by Regional Director, Official Liquidator, and Central Government.
4. Consideration of objections regarding change of name of the Transferee Company.
5. Quantification and payment of legal costs and expenses.
6. Lodging of order and scheme with concerned authorities for stamp duty adjudication.
7. Filing of order and scheme with Registrar of Companies.

Analysis:

1. The petition sought sanction for a Scheme of Arrangement involving the amalgamation of two companies, both registered under Section 8 of the Companies Act, 2013, and belonging to the same management group. The Tribunal considered compliance with all relevant provisions and found the requirements of Sections 230 and 232 of the Companies Act, 2013 were met, thereby sanctioning the Scheme.

2. The Petitioner Companies had previously obtained dispensation for meetings of shareholders and unsecured creditors due to the absence of secured creditors. The meetings were duly conducted, and approvals were obtained from the requisite majority of unsecured creditors, ensuring compliance with the procedural requirements.

3. Responses to representations by the Regional Director, Official Liquidator, and Central Government were considered. The Regional Director raised objections regarding the change of name of the Transferee Company, which was not permitted through the application. The Tribunal directed compliance with Section 13 of the Companies Act for any change in name.

4. Legal costs and expenses were quantified and ordered to be paid by the Petitioner Transferee Company. The Tribunal dispensed with the filing and issuance of a drawn-up order, directing all concerned authorities to act on a copy of the order authenticated by the Registrar of the Tribunal.

5. The Petitioner Companies were directed to lodge a copy of the order, schedule of immovable assets, and the Scheme for stamp duty adjudication within a specified timeframe. Additionally, they were instructed to file the order and scheme with the concerned Registrar of Companies electronically and physically as per the relevant provisions of the Act.

6. The Tribunal disposed of the petition accordingly, emphasizing the importance of compliance with statutory obligations and ensuring that the interests of shareholders, creditors, and regulatory authorities were protected throughout the amalgamation process.

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