2021 (11) TMI 235 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 - HELD THAT - Since all the requisite statutory compliances have been fulfilled, CP (CAA) 1022/MB-II/2020 is made absolute in terms of the prayer clauses of the said Company Scheme Petition - The Scheme is hereby sanctioned with the Appointed Date of 1 April 2020. Application allowed.

Issues Involved:

1. Sanction of Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.
2. Compliance with applicable Accounting Standards (AS-14, IND AS-103, AS-5, IND AS-8).
3. Determination of "Appointed Date" and "Effective Date."
4. Approval by requisite majority of members and creditors as per Section 230(6) of the Companies Act, 2013.
5. Service of notices to concerned authorities under Section 230(5) of the Companies Act, 2013.
6. Compliance with Section 232(3)(i) of the Companies Act, 2013 regarding fees on authorized capital.
7. Combination of authorized share capital in compliance with Sections 13, 14, and 61 of the Companies Act, 2013.
8. Protection of creditors' interests.
9. Dissolution of Transferor Companies without winding up.

Issue-wise Detailed Analysis:

1. Sanction of Scheme of Amalgamation:
The Tribunal was approached for the sanction of a Scheme of Amalgamation involving four Transferor Companies and one Transferee Company. The petition was filed under Sections 230 to 232 of the Companies Act, 2013. The Tribunal noted that no objector came forward to oppose the petition, and the Board of Directors of the respective companies had approved the Scheme in their meetings held on 24 June 2020.

2. Compliance with Applicable Accounting Standards:
The Regional Director's report emphasized the need for compliance with AS-14 (IND AS-103) and other applicable Accounting Standards such as AS-5 (IND AS-8). The Petitioner Companies, through their Counsel, undertook to comply with these standards and pass necessary accounting entries in connection with the Scheme.

3. Determination of "Appointed Date" and "Effective Date":
The Scheme defined the "Appointed Date" as April 1, 2020, or such other date as approved by the Tribunal. The "Effective Date" was defined as the date on which the certified copies of the Tribunal's orders sanctioning the Scheme are filed with the Registrar of Companies. The Tribunal, utilizing its inherent powers, approved the appointed date as April 1, 2020.

4. Approval by Requisite Majority of Members and Creditors:
The Regional Director's report required an undertaking that the Scheme was approved by the requisite majority of members and creditors. The Petitioner Companies confirmed that the requirement to convene meetings of the Equity Shareholders was dispensed with due to consent affidavits from all equity shareholders. There were no secured creditors, and notices were served to unsecured creditors as per the Tribunal's order.

5. Service of Notices to Concerned Authorities:
The Petitioner Companies confirmed that notices were served to the concerned authorities as per Section 230(5) of the Companies Act, 2013. A Compliance Report was filed with the Tribunal regarding the service of these notices.

6. Compliance with Section 232(3)(i) of the Companies Act, 2013:
The Petitioner Companies undertook to comply with Section 232(3)(i) regarding the set-off of fees paid on authorized capital by the Transferor Companies against any fees payable by the Transferee Company subsequent to the amalgamation.

7. Combination of Authorized Share Capital:
The Scheme provided for the combination of authorized share capital of the Transferee Company. The Petitioner Companies confirmed that this would be in compliance with Sections 13, 14, and 61 of the Companies Act, 2013, and other applicable provisions.

8. Protection of Creditors' Interests:
The Petitioner Companies assured that there would be no adverse impact on the creditors. Post-amalgamation, the creditors of the Transferor Companies would become creditors of the Transferee Company, and the assets of the Transferee Company would be sufficient to discharge their claims. The Tribunal accepted these assurances.

9. Dissolution of Transferor Companies without Winding Up:
The Official Liquidator's report stated that the affairs of the Transferor Companies were conducted properly and not prejudicial to the shareholders' interests. The Tribunal ordered the dissolution of the Transferor Companies without winding up.

Conclusion:
The Tribunal sanctioned the Scheme of Amalgamation with the appointed date of April 1, 2020. The Petitioner Companies were directed to file a copy of the Order and the Scheme with the Registrar of Companies within 30 days. The Transferor Companies were dissolved without winding up, and the Transferee Company was instructed to lodge a copy of the Order with the Superintendent of Stamps for adjudication of stamp duty within 60 days. All regulatory authorities were directed to act upon the certified copy of the Order and Scheme. The Tribunal provided liberty to any interested person or concerned authority to approach for further directions or clarifications.

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