2021 (5) TMI 580 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Sections 230 to 232 of the Companies Act, 2013, and other applicable provisions of the Companies Act, 2013, read with Companies (Compromises, Arrangements And Amalgamation) Rules, 2016 - HELD THAT - From a perusal of the material brought on record, it appears that the Scheme of Amalgamation is fair, reasonable and is not detrimental to the Members or Creditors or contrary to public policy. Further, as per the Petition, the Scheme in question will enable in enhancing the brand value, having a larger net worth base, greater borrowing capability and increasing competitive edge over competitors and the management to consolidate business of both Transferor and enable future growth and more efficient treasury management, etc. On a consideration of the facts of the case as mentioned in the preceding paragraphs, which are not being elaborated here to avoid duplication and repetition, we are satisfied that the procedure specified in sub-sections (1) and (2) of section 232 of the Companies Act, 2013 has been complied with, and hence the Scheme of Amalgamation, as approved by the Boards of Transferor Companies and the Transferee Company, is hereby sanctioned. The Scheme of Amalgamation is hereby sanctioned - application allowed.

Issues Involved:
1. Approval of Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.
2. Compliance with statutory/regulatory requirements.
3. Objections and observations from various authorities including ROC, RD, and IT Department.
4. Financial and operational implications of the amalgamation.

Issue-wise Detailed Analysis:

1. Approval of Scheme of Amalgamation:
The petition for amalgamation was jointly filed by three companies seeking the Tribunal's sanction for their Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013. The Board of Directors of all petitioner companies approved the scheme on 05.03.2020, aiming to consolidate businesses, enhance brand value, increase net worth, and streamline corporate structure. The Tribunal noted that the scheme is fair, reasonable, and beneficial for the companies and their stakeholders.

2. Compliance with Statutory/Regulatory Requirements:
The Tribunal emphasized that the sanctioning of the scheme does not imply exemption from compliance with other statutory requirements, including payment of stamp duty, taxes, and other charges. The companies are directed to comply with FEMA and RBI regulations and ensure relevant filings under the Foreign Direct Investment policy post-merger. The companies must file all due statutory returns immediately and submit quarterly/annual compliance status reports.

3. Objections and Observations from Various Authorities:
The Tribunal considered the observations from the Regional Director, ROC, and Income Tax Department. Key observations included:
- The rationale behind selecting 16.09.2019 as the appointed date.
- Shareholding patterns and compliance with Section 42 of the Companies Act, 2013.
- Tax liabilities and compliance with RBI regulations.
- Related party transactions and CSR compliance.
The companies provided detailed responses and undertakings to address these observations, including valuation reports, compliance with FEMA/RBI regulations, and proof of related party transactions being at arm's length.

4. Financial and Operational Implications:
The scheme aims to consolidate similar businesses, resulting in cost savings, enhanced borrowing capability, and a stronger balance sheet. The Transferee Company will issue Compulsorily Convertible Debentures (CCDs) to the shareholders of the Transferor Companies. The companies clarified that there are no pending investigations against them and that the amalgamation will not affect any ongoing legal proceedings.

Final Judgment:
The Tribunal sanctioned the Scheme of Amalgamation with an appointed date of 01st April 2020. The companies are directed to comply with all statutory provisions and file necessary documents with the Registrar of Companies. The scheme's acceptance is subject to the condition that the companies file all due statutory returns and submit compliance reports. The Tribunal's order does not preclude any authority from taking action for any violations committed prior to or during the approval of the scheme. The petition and all pending applications were disposed of.

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