2021 (12) TMI 850 - Tri - Companies Law

Seeking sanction to Composite Scheme of Amalgamation - Sections 230-232 of the Companies Act, 2013 - HELD THAT - All statutory requirements of the provisions of Sections 230-232 of the Act are satisfied. The present Company Amalgamation Scheme appears to be genuine and bona fide and it appears to be in the interest of its shareholders and creditors. The present Company Amalgamation Scheme Petition deserves to be allowed - application allowed.

Issues Involved:
1. Sanction of Composite Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013.
2. Dispensation of meetings of shareholders and creditors.
3. Observations and compliance with statutory requirements.
4. Approval and terms of the Scheme of Amalgamation.

Issue-wise Detailed Analysis:

1. Sanction of Composite Scheme of Amalgamation:
The Petitioner Companies filed joint applications under Sections 230-232 of the Companies Act, 2013, seeking sanction of a Composite Scheme of Amalgamation of SLT Infracon Private Limited (Transferee Company) with Birch Vinimay Private Limited, Indtigrated Suppliers Private Limited, Sinjan Developers Private Limited, and Sinjan Realtors Private Limited (Transferor Companies). The Scheme proposes the transfer of entire undertakings, assets, and liabilities of the Transferor Companies to the Transferee Company from the Appointed Date.

2. Dispensation of Meetings of Shareholders and Creditors:
The Petitioner Companies sought dispensation of meetings of Equity Shareholders, Secured, and Unsecured Creditors, which was granted by the Tribunal on 19th January 2021. Notices were directed to be issued to various statutory and regulatory authorities, including the Central Government, Registrar of Companies, and Official Liquidators.

3. Observations and Compliance with Statutory Requirements:
The Regional Director, Eastern Region, with additional charge as Regional Director, NER, Guwahati, and the Official Liquidators of NER and Kolkata made several observations:
- The Transferee Company is based in Assam, and the Transferor Companies are based in Kolkata.
- Financial statements up to 31.03.2020 were filed by all companies.
- The Appointed Date of 1st April 2018 was questioned, leading to a shift to 1st April 2021.
- Compliance with Section 232 (3) (i) of the Companies Act, 2013, and applicable stamp duty was required.
- Compliance with Accounting Standards and approval by requisite majority of members and creditors was confirmed.
- No complaints were received against the proposed Scheme.

4. Approval and Terms of the Scheme of Amalgamation:
The Tribunal examined the rationale and benefits of the Scheme, including consolidation of business, economy of scale, and enhanced resources. The Scheme was found to be genuine, bona fide, and in the interest of shareholders and creditors. The Tribunal allowed the Scheme with the following terms:
- No exemptions from payment of Stamp Duty, taxes, GST, or other charges.
- Transfer of property, rights, powers, liabilities, and duties of Transferor Companies to the Transferee Company.
- Continuation of pending proceedings by or against the Transferee Company.
- Employees of Transferor Companies to become employees of the Transferee Company without interruption.
- The Appointed Date is 01/04/2021.

Additional Directions:
- Legal fees and expenses for the Official Liquidators and Regional Directors were quantified and directed to be paid by the Transferee Company.
- The order, along with the Scheme of Amalgamation, was to be lodged with the concerned Superintendent of Stamps and Registrar of Companies within specified timeframes.

Conclusion:
The joint Company Petition for the Composite Scheme of Amalgamation was allowed, and the Scheme was sanctioned with specified terms and conditions, ensuring compliance with statutory requirements and addressing all observations made by the authorities.

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