2021 (6) TMI 938 - Tri - Companies Law

Approval of Scheme of Amalgamation - seeking directions for dispensing with the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Petitioner Companies - Sections 230 232 of the Companies Act, 2013 - HELD THAT - Considering the approval accorded by the members and creditors of the Petitioner Companies to the proposed Scheme and the affidavits/no objection filed by the respective regulatory authorities 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. The Petitioners shall however remain bound to comply with the statutory requirements in accordance with law including, but not limited to, Section 232 (3) (a) and Accounting Standard 14 as pointed by the Regional Director. The scheme is approved - application allowed.

Summary

Issues:
Approval of Scheme of Amalgamation under Sections 230 & 232 of the Companies Act, 2013.

Detailed Analysis:
1. The joint Second Motion Petition was filed for the sanction of the Scheme of Amalgamation of two Transferor Companies with a Transferee Company. The first motion Application had already been filed, and meetings of shareholders and creditors were dispensed with.

2. The second motion petition was filed within the prescribed time, and various directions were issued for the approval process, including public notices, service of notices to authorities and objectors, and compliance with statutory requirements.

3. Compliance affidavits were filed along with no objection certificates from relevant authorities like the Department of Income Tax and the RoC. The Regional Director's observations highlighted compliance requirements like payment of fees and adherence to accounting standards.

4. The Petitioner Companies confirmed at the first motion stage that no investigation proceedings were pending against them. They also provided necessary certificates from auditors and filed financial statements as per the orders.

5. The Tribunal, after considering all documents and approvals from members and creditors, granted sanction to the Scheme under Sections 230-232 of the Companies Act, 2013. The Petitioners were instructed to comply with statutory requirements and accounting standards.

6. The order clarified that any deficiency or violation of laws would not be excused by the sanction granted. It emphasized that the approval did not exempt the companies from payment of taxes, stamp duty, or other legal obligations.

7. Detailed orders were issued regarding the transfer of assets, liabilities, contracts, employees, shares, dissolution of Transferor Companies, and compliance with regulatory requirements post-amalgamation.

8. Specific instructions were given for deposits to be made in various funds and associations, and timelines were set for compliance and dissolution of Transferor Companies.

9. The order concluded by allowing interested parties to seek further directions from the Tribunal if necessary and included provisions for formal orders to be issued by the Registry.

This comprehensive analysis covers the detailed judgment regarding the approval and implementation of the Scheme of Amalgamation under the Companies Act, 2013, as decided by the National Company Law Tribunal, Jaipur Bench.