2021 (6) TMI 63 - Tri - Companies Law

Approval of scheme of amalgamation - section 230-232 of Companies Act - HELD THAT - From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. Since all the requisite statutory compliances have been fulfilled, petition is made absolute in terms of prayer clauses (a) to (c) of the Company Petition. Petition allowed.

Summary

Issues Involved:
- Sanction of the Tribunal under Sections 230 to 232 of the Companies Act, 2013 for a Scheme of amalgamation.
- Compliance with Regional Director's Report and related observations.
- Fairness and legality of the Scheme.
- Dissolution of Transferor Companies.
- Filing and lodgment requirements post the Tribunal's decision.

Analysis:

The judgment pertains to a petition seeking Tribunal sanction for a Scheme of amalgamation under Sections 230 to 232 of the Companies Act, 2013. The Petitioner Companies, engaged in various businesses, have passed Board Resolutions approving the Scheme. The rationale behind the merger includes operational synergy, cost savings, and improved financial performance. The Regional Director's Report, except for specified observations, found the Scheme non-prejudicial to shareholders and the public.

The Petitioner Companies have addressed the Regional Director's observations regarding compliance with accounting standards, the Appointed Date, fee set-off, member and creditor approvals, authority notifications, scheme consistency, and Real Estate Regulation applicability. The Tribunal accepted the clarifications and undertakings provided by the Petitioner Companies, finding the Scheme fair, reasonable, compliant with the law, and not against public policy.

The Official Liquidator's report confirmed proper conduct of the Transferor Companies' affairs, recommending their dissolution. Given statutory compliance fulfillment, the Tribunal made the Company Scheme Petition absolute. Directions were issued for filing the Order copy with the Registrar of Companies and Superintendent of Stamps, along with cost payments to relevant authorities. The Appointed Date for the Scheme was fixed as 16th December, 2019.

In conclusion, the Tribunal sanctioned the Scheme of amalgamation, emphasizing compliance with legal requirements, fairness, and non-prejudice to stakeholders. The judgment ensures the dissolution of Transferor Companies, sets forth post-decision filing obligations, and emphasizes the effective date of the Scheme.