2021 (12) TMI 1156 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Sections 230 and 232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - There is no reservation to grant sanction to the Scheme. The proposed Scheme of Amalgamation, which is annexed to the Company Petition stands approved and sanctioned. The Petitioner Companies are required to act upon as per terms and conditions of the sanctioned Scheme and the same shall be binding on all the Shareholders, Secured Creditors and Unsecured Creditors of the Petitioner Companies and also on the Petitioner Companies with effect from the Appointed Date, i.e., 1st day of April, 2020. Application allowed.

Summary

Issues:
Approval of Scheme of Amalgamation under Sections 230 and 232 of the Companies Act, 2013.

Analysis:
The joint company petition was filed for the sanction of a Scheme of Amalgamation involving three companies. The proposed scheme aimed at consolidating resources for better business operations and efficiency. The accounting treatment in the scheme was confirmed to comply with the Accounting Standards under the Companies Act, 2013. No pending proceedings under relevant sections against the petitioner companies were reported. The scheme was deemed non-prejudicial to the interests of shareholders and creditors. Initially, a petition was filed to dispense with the requirement of convening meetings of stakeholders, which was approved by the tribunal. Subsequent steps included issuing notices to statutory authorities and publishing in newspapers for compliance. Reports from the Regional Director, Registrar of Companies, and Official Liquidator were positive, with no objections to the scheme. The Income-Tax Department did not raise any objections within the stipulated time, indicating no objection to the scheme. After reviewing all reports, the tribunal found no reservations to grant sanction to the scheme.

The tribunal approved and sanctioned the proposed Scheme of Amalgamation, binding all stakeholders and companies. The order clarified that it did not exempt payment of stamp duty or taxes and required compliance with all legal requirements. The order specified the dissolution of certain companies without winding up and mandated the delivery of a certified copy to the Registrar of Companies for registration. Regulatory authorities were directed to act on the authenticated copy of the order. The petitioners were granted leave to file the Schedule of Assets within a specified timeframe. Urgent certified copies of the order were to be provided upon application, subject to formalities. Consequently, the Company Petition was disposed of accordingly.