2021 (8) TMI 60 - Tri - Companies Law

Sanction of the Scheme of Amalgamation - Section 230(6) read with Section 232(3) of the Companies Act, 2013 - HELD THAT - 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 upon the directions imposed. Application allowed.

Summary

Issues involved:
Petition for sanction of Scheme of Amalgamation under Companies Act, 2013.

Detailed Analysis:

1. Scheme of Amalgamation:
The petition was filed for the sanction of the Scheme of Amalgamation involving multiple Transferor Companies and a Transferee Company. The Scheme aimed to transfer the entire undertaking of the Transferor Companies to the Transferee Company, consolidating businesses and assets for efficiency and value creation.

2. Compliance and Approvals:
The Board of Directors of the Petitioner Companies unanimously approved the scheme, citing benefits such as consolidation, economy of scale, and regulatory compliance reduction. Statutory Auditors confirmed accounting treatment conformity, and no pending proceedings under relevant sections were reported.

3. Exchange Ratio and Valuation:
The exchange ratio of shares for the Amalgamation was determined on a fair basis with the assistance of a Registered Valuer's report. The petitioners also highlighted compliance with statutory formalities and the bona fide nature of the Scheme.

4. Representations and Reports:
The Official Liquidator reported no prejudicial conduct by the Transferor Companies. The Regional Director, Ministry of Corporate Affairs, submitted representations addressing various compliance issues raised in the earlier representation.

5. Tribunal's Decision and Directions:
After hearing all parties, including the Petitioner Companies and regulatory representatives, the Tribunal found no impediment to sanctioning the Scheme. The Tribunal granted sanction under Sections 230 & 232 of the Companies Act, 2013, with specific directions regarding the appointed date, transfer of properties and liabilities, employee engagement, legal proceedings, shares allotment, dissolution process, and documentation requirements.

6. Disposal and Conclusion:
The Tribunal disposed of the Company Petition connected with the case and ordered the issuance of an urgent certified copy of the order upon compliance with formalities. The final order was signed on 13th July 2021, granting sanction to the Scheme of Amalgamation as per the specified directions.

This detailed analysis outlines the comprehensive legal judgment delivered by the National Company Law Tribunal, Kolkata Bench, regarding the petition for the sanction of the Scheme of Amalgamation under the Companies Act, 2013.