2021 (5) TMI 27 - Tri - Companies Law

Approval of the Scheme of Amalgamation - Sections 230 and 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016 - HELD THAT - It is seen from the records that the Petitioners have filed an affidavit on 23.11.2020 affirming compliance of the order passed by the tribunal dated 13.10.2020. A perusal of the affidavit disclose that the Petitioners have affected the newspaper publication as directed in one issue of the Business Standard (English Edition) and (Hindi Edition) both on 13.11.2020 in relation to the date of hearing of the petition. Further, the Petitioners have also affirmed that the copy of petition have been duly served upon the Registrar of Companies, Regional Director, Northern Region and Income Tax Department, Official Liquidator, in compliance of the order and in proof of the same acknowledgment from the respective offices have also been placed on record. There appears to be no impediment in sanctioning the present scheme. Consequently, sanction is hereby granted to the scheme under section 230 232 of the companies act, 2013 - Petition allowed.

Summary

Issues:
1. Approval of Scheme of Amalgamation under Sections 230 and 232 of the Companies Act, 2013.
2. Compliance with statutory requirements and objections raised by Regional Director, Income Tax Department, and Official Liquidator.
3. Dissolution of transferor company, transfer of properties, rights, and powers to transferee company.
4. Allotment of equity shares and swap/exchange ratio of preference shares.
5. Transfer of liabilities and duties, continuation of proceedings, and employee transition.
6. Registration and compliance with post-order requirements.

Analysis:
1. The petition was filed seeking approval for the Scheme of Amalgamation under Sections 230 and 232 of the Companies Act, 2013. Meetings of shareholders and creditors were dispensed with due to consents obtained. The Chairperson's report on the meetings was submitted, and subsequent motions were filed for publication and compliance with regulatory bodies.

2. The Regional Director raised observations regarding the scheme, including the need for amendments related to employee clauses, payment of fees, and filing of necessary forms. The petitioners complied with the required filings and undertook to address the mentioned issues. Reports from the Income Tax Department and Official Liquidator did not raise specific objections.

3. The Tribunal, after considering approvals from members and creditors, no objections from regulatory bodies, and undertakings filed by the petitioners, sanctioned the scheme. The order included directions for dissolution of the transferor company, transfer of properties to the transferee company, allotment of shares, transfer of liabilities, continuation of proceedings, and employee transition.

4. The order mandated compliance with statutory requirements and warned that any deficiencies or violations would not impede legal actions against involved parties. It clarified that the order did not exempt the payment of stamp duty, taxes, or other charges, emphasizing compliance with all legal obligations.

5. The Tribunal ordered the transferor company's dissolution without winding up, transfer of properties and liabilities to the transferee company, allotment of shares, and continuation of proceedings. It also directed the seamless transition of employees and compliance with registration and post-order requirements.

6. The order allowed interested parties to seek necessary directions from the Tribunal. Overall, the petition was allowed and disposed of in accordance with the detailed terms outlined in the judgment.