2021 (11) TMI 482 - Tri - Companies Law

Sanction of Composite Scheme of Amalgamation - Sections 230 to 232 of the read with other applicable provisions Companies Act, 2013 - HELD THAT - From the material on record and after perusing the clarifications and submissions of the Petitioner Companies to the Reports filed by the Regional Directors, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy - Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition filed by the Petitioner Companies is made absolute. The Scheme is hereby sanctioned with the 'Appointed Date' as April 1, 2019 - Application allowed.

Summary

Issues Involved:
1. Sanction of the Composite Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.
2. Compliance with statutory requirements and observations by the Regional Directors (RD, Mumbai and RD, New Delhi).
3. Objections and representations from shareholders and creditors.
4. Compliance with SEBI, Stock Exchange, and other regulatory guidelines.
5. Approval and procedural compliance for the Scheme.

Detailed Analysis:

1. Sanction of the Composite Scheme of Amalgamation:
The Petitioner Companies filed a joint Company Scheme Petition seeking the Tribunal's sanction for the Composite Scheme of Amalgamation of Bamnipal Steel Limited and Tata Steel BSL Limited into and with Tata Steel Limited under Sections 230 to 232 of the Companies Act, 2013. The Scheme involves the amalgamation of Petitioner Company 2 and Petitioner Company 3 into Petitioner Company 1, resulting in the dissolution of Petitioner Company 2 and Petitioner Company 3 without winding up. The Tribunal sanctioned the Scheme with the 'Appointed Date' as April 1, 2019.

2. Compliance with Statutory Requirements and Observations by Regional Directors:
The RD, Mumbai, and RD, New Delhi, provided their reports with observations on the proposed Scheme. The Petitioner Companies responded to these observations with necessary clarifications and undertakings, which the Tribunal accepted. Key observations included compliance with applicable accounting standards, confirmation of the appointed date, and ensuring the Scheme's approval by requisite majorities. The Tribunal directed the Petitioner Companies to comply with these undertakings.

3. Objections and Representations from Shareholders and Creditors:
Petitioner Company 3 received objections from some shareholders and unsecured creditors regarding the Scheme. The objections primarily concerned the share exchange ratio and the valuation report's age. The Petitioner Companies responded appropriately to these objections, and the Tribunal noted that the Scheme had been approved by an overwhelming majority of equity shareholders. The Tribunal dismissed the objections, stating that the grievances had been addressed.

4. Compliance with SEBI, Stock Exchange, and Other Regulatory Guidelines:
The equity shares of Petitioner Company 1 and Petitioner Company 3 are listed on BSE and NSE, which provided "No-Objection" letters for the Scheme. The Petitioner Companies confirmed compliance with SEBI guidelines and the necessary approval from public shareholders. Additionally, the Transferee Company undertook to comply with rules and regulations stipulated by the Luxembourg Stock Exchange and the London Stock Exchange.

5. Approval and Procedural Compliance for the Scheme:
The Tribunal confirmed that all requisite statutory compliances had been fulfilled. The Scheme was approved by the Board of Directors of the Petitioner Companies and received no adverse observations from the Stock Exchanges. The Tribunal directed the Petitioner Companies to file a certified copy of the order and the Scheme with the concerned Registrar of Companies and to lodge a copy with the Superintendent of Stamps for stamp duty adjudication.

Conclusion:
The Tribunal found the Scheme to be fair, reasonable, and not violative of any law or public policy. The Company Scheme Petition was made absolute, and the Scheme was sanctioned with the appointed date as April 1, 2019. The Petitioner Companies were directed to comply with all procedural requirements and statutory compliances as detailed in the judgment.