2021 (7) TMI 33 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Sections 230 to 232 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 bring consolidation and synergies in business operations; enhance of the scale of operations and reduce overheads, operational, administrative, managerial and other expenditure, will lead to operational rationalization, organizational efficiency and optimal utilization of various resources, etc. On a consideration of the facts of the case, which are not being elaborated here to avoid duplication and repetition, 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 Company, is hereby sanctioned. Application allowed.

Issues Involved:
1. Sanctioning of the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.
2. Compliance with statutory requirements and observations by regulatory authorities.
3. Effective date and appointed date of the Scheme.
4. Issuance of compulsory convertible debentures and related compliance.
5. Transfer of liabilities and assets, including tax implications.
6. Procedural requirements post-approval of the Scheme.

Issue-wise Detailed Analysis:

1. Sanctioning of the Scheme of Amalgamation:
The Company Petition was filed by M/s. Transroute Televentures Private Limited seeking the sanction of the Scheme of Amalgamation by the Tribunal under Sections 230 to 232 of the Companies Act, 2013. The Scheme involved the amalgamation of several companies, including Transmute Televentures Private Limited, Kasya Telecommunications & IT Solutions Private Limited, Lansium Techno-infra Private Limited, and Shambhu Media And Cable Private Limited, with Abal Infrapower & Multitrading Private Limited. The Board of Directors of the Petitioner Company had approved the Scheme on 07.01.2018.

2. Compliance with Statutory Requirements and Observations by Regulatory Authorities:
The Tribunal directed the Petitioner to issue notices to relevant statutory authorities, including the Regional Director, Registrar of Companies (ROC), Official Liquidator, and the Competition Commission of India. The ROC and Regional Director pointed out several observations, including the need for clarity on the effective date, compliance with Section 232(3)(i) regarding the clubbing of authorized capital, and discrepancies in the issuance of compulsory convertible debentures. The Petitioner responded to these observations, providing necessary clarifications and undertakings.

3. Effective Date and Appointed Date of the Scheme:
The Scheme mentioned the appointed date as 01.04.2018. The ROC observed that the Scheme should clearly indicate the appointed date as per Section 232(6) of the Companies Act, 2013. The Petitioner clarified that the Scheme would be effective from 01.04.2018, complying with the statutory requirement.

4. Issuance of Compulsory Convertible Debentures and Related Compliance:
The ROC noted that the Transferor Company No. 1 had issued unsecured compulsory convertible debentures but had not filed Form CHG-9. The Petitioner clarified that Form PAS-3 was filed instead, as the debentures were unsecured. An Auditor's certificate confirmed compliance with the Companies Act, 2013.

5. Transfer of Liabilities and Assets, Including Tax Implications:
The Scheme provided that all liabilities, including taxes, levies, and charges, would be transferred to the Transferee Company. The tax implications arising out of the Scheme are subject to the final decision of the concerned Income Tax Authorities. The Tribunal emphasized that the sanctioning of the Scheme should not be construed as an exemption from payment of stamp duty, taxes, or other charges.

6. Procedural Requirements Post-Approval of the Scheme:
The Tribunal ordered that the Scheme of Amalgamation be sanctioned with the appointed date as 01.04.2018. The Petitioner Company was directed to deliver a certified copy of the Order along with the Scheme to the Registrar of Companies within thirty days. The Petitioner was also required to file all due statutory returns and ensure compliance with the Companies Act, 2013. The Transferor Company was instructed to hand over the possession of books of accounts and relevant documents to the Transferee Company.

Conclusion:
The Tribunal concluded that the Scheme of Amalgamation was fair, reasonable, and not detrimental to the members or creditors. The Scheme was sanctioned, subject to compliance with statutory requirements and regulatory observations. The Petition was disposed of, with all pending applications also disposed of.

← Previous Next →