2021 (11) TMI 483 - Tri - Companies Law

Sanction of Scheme of Amalgamation of Merger by Absorption - Sections 230 to 232 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013 and the rules framed there under - HELD THAT - From the material on record, 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, Company Scheme Petition is made absolute in terms of clauses (a) to (c) of the said Company Scheme Petition. The First Petitioner Company be dissolved without winding up - Application allowed.

Summary

Issues:
Approval of Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013; Compliance with statutory requirements; Observations by Regional Director; Official Liquidator's report; Dissolution of the First Petitioner Company.

Analysis:

1. Approval of Scheme of Amalgamation: The Tribunal considered the Scheme of Amalgamation for the merger by absorption of two companies. The Petitioner Companies had passed Board Resolutions approving the scheme, and the Tribunal found that the merger would lead to synergies of operations and various benefits, including cost-cutting, streamlined activities, and effective management.

2. Compliance with Statutory Requirements: The Petitioner Companies had complied with all requirements as per the directions of the National Company Law Tribunal, Mumbai Bench. The Regional Director had filed a report raising specific observations related to compliance with accounting standards, serving notices to concerned authorities, and ensuring consistency in accounting policies, among others.

3. Observations by Regional Director: The Regional Director's report highlighted various compliance aspects such as accounting treatment, serving notices to authorities affected by the amalgamation, ensuring consistency in accounting policies, and protecting the interests of creditors. The Petitioner Companies provided satisfactory explanations and clarifications to address the observations raised by the Regional Director.

4. Official Liquidator's Report: The Official Liquidator submitted a report stating that the affairs of the Transferor Company had been conducted properly and not prejudicial to shareholders' interests. The Tribunal considered this report in assessing the fairness and reasonableness of the scheme.

5. Dissolution of the First Petitioner Company: After reviewing all the material on record and finding the scheme fair, reasonable, and compliant with the law, the Tribunal ordered the dissolution of the First Petitioner Company without winding up. The Tribunal directed the filing of necessary documents with the Registrar of Companies and for stamp duty adjudication within specified timelines.

6. Conclusion: The Tribunal pronounced the order, making the Company Scheme Petition absolute and ordering the dissolution of the First Petitioner Company. All authorities concerned were directed to act on the order, and the Appointed Date for the scheme was set as 1st April, 2020. The Tribunal ensured that all statutory compliances were met before finalizing the amalgamation process.