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2021 (7) TMI 444 - Tri - Companies LawSeeking sanction of the Scheme of Amalgamation - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT - From the materials placed on record, the Scheme of Amalgamation appears to be fair and reasonable and does not violate any provisions of law and is not contrary to public policy - Since all the requisite statutory compliances have been made under Sections 230 and 232 of the Companies Act, 2013, this Tribunal finds that the Scheme of Amalgamation annexed with the petition can be sanctioned and made absolute in terms of the prayer in the said Company Petition. The Scheme is sanctioned, which shall be binding on the Shareholders, Creditors and employees of the Petitioner Companies. The appointed date of the Scheme is fixed as opening hours of 1st April, 2019 for Cochin Surfactants Private Limited (Transferor Company) and Active Char Products Private Ltd. (Transferee Company). Petition disposed off.
Issues:
Joint Company Petition under Sections 230 to 232 of the Companies Act, 2013 seeking sanction of the Scheme of Amalgamation. Detailed Analysis: 1. Jurisdiction and Incorporation: The Registered Offices of the Petitioner Companies are in Kerala. The Transferor Company was incorporated on 01.03.2002, and the Transferee Company on 15.11.2004 under the name M FAR Carbons Private Limited, later changed to Active Char Products Private Limited. Both companies fall under the jurisdiction of the Tribunal. 2. Approval of Scheme: The Petitioner Companies approved the Scheme of Amalgamation through separate Board Resolutions dated 08.07.2019 and 10.10.2019, which were annexed to the Joint Company Application filed for sanction of the Scheme. 3. No Objections: The learned PCS for the Petitioner Companies confirmed that no objections were raised before the Tribunal regarding the Scheme of Amalgamation, despite sufficient notification. 4. Business Complementarity: Both companies have similar business objectives, including the manufacture, market, and deal in Carbon materials, Charcoal, and Activated Carbon, among other substances, indicating a strategic fit for amalgamation. 5. Rationale of the Scheme: The Petitioner Companies provided various reasons for the Scheme, such as enhancing business efficiency, reducing costs, increasing shareholder value, improving treasury management, and facilitating future business plans and acquisitions. 6. Compliance and Statutory Requirements: The Petitioners complied with all directions of the Tribunal, including serving notices to statutory authorities as per Section 230(5) of the Companies Act, 2013. No objections were received from authorities like the Regional Director, Registrar of Companies, Official Liquidator, or Income Tax authorities. 7. Fairness of the Scheme: The Tribunal found the Scheme of Amalgamation to be fair, reasonable, compliant with the law, and not against public policy based on the materials presented. 8. Sanction of the Scheme: Given the statutory compliances under Sections 230 and 232 of the Companies Act, 2013, the Tribunal sanctioned the Scheme, making it binding on Shareholders, Creditors, and employees of the Petitioner Companies. 9. Operational Directives: The Tribunal directed the filing of the order and Scheme with the Registrar of Companies, Kerala, electronically and physically within specific timelines. It also mandated the Transferor Company's dissolution without winding up and consolidation of documents with the Transferee Company. 10. Compliance with Memorandum and Articles: The Transferee Company was instructed to file amended Memorandum and Articles of Association with the Registrar of Companies, Kerala, and adhere to the provisions of Section 232(3)(i) of the Companies Act, 2013. 11. Further Applications and Clarifications: The Tribunal allowed the Petitioner Companies or interested parties to seek directions regarding the Scheme's implementation. Concerned authorities were also permitted to approach the Tribunal for clarifications post-Sanction of the Scheme. 12. Disposal of the Case: With the sanction of the Scheme, the matter in CP(CAA)/06/KOB/2020 was disposed of by the Tribunal.
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