2021 (12) TMI 1278 - Tri - Companies Law

Sanction of 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 scheme appears to be genuine and bona fide and it appears to be in the interest of its shareholders and creditors. The scheme is approved - application allowed.

Issues Involved:
1. Sanction of the Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013.
2. Dispensation with the convening and holding of separate meetings of shareholders and creditors.
3. Compliance with statutory requirements and directions for notices to regulatory authorities.
4. Compliance with Section 29A of the Insolvency and Bankruptcy Code, 2016.
5. Observations and compliance requirements from the Official Liquidator and Regional Director.
6. Approval of the Scheme of Amalgamation and its terms and conditions.
7. Payment of legal fees and expenses to the Official Liquidator and Regional Director.
8. Filing and issuance of orders and compliance with stamp duty requirements.

Detailed Analysis:

1. Sanction of the Scheme of Amalgamation:
The Petitioner Companies filed a joint application seeking the Tribunal's sanction for a Scheme of Amalgamation of B.H Enterprises Private Limited (Transferee Company) with Kajalgaon Carbon Private Limited, Subhag Power Private Limited, and Subhag Projects Private Limited (Transferor Companies). The rationale for the amalgamation included consolidation of business, economy of scale, and better utilization of resources.

2. Dispensation with Meetings of Shareholders and Creditors:
The Tribunal, in its order dated 20th January 2021, dispensed with the convening and holding of separate meetings of equity shareholders and creditors of the Transferee and Transferor Companies based on the written consents provided by them. The Tribunal noted that the majority of unsecured creditors had also given their written consents.

3. Compliance with Statutory Requirements and Notices to Regulatory Authorities:
The Tribunal directed the Petitioner Companies to issue notices in Form No. CAA.3 to the Central Government, Regional Director, Registrar of Companies, Official Liquidator, Income Tax Authorities, and Competition Commission of India, informing them to make representations within 30 days. The Petitioner Companies complied with these directions and submitted acknowledgements of service.

4. Compliance with Section 29A of the Insolvency and Bankruptcy Code, 2016:
The Petitioners filed an affidavit clarifying that they were not ineligible under Section 29A of the Insolvency and Bankruptcy Code, 2016, to file an application for compromise and amalgamation. They also provided details of the office location and confirmed no liquidation proceedings were pending against any of the companies.

5. Observations and Compliance Requirements from Official Liquidator and Regional Director:
The Official Liquidator submitted a report stating that the affairs of the companies did not appear prejudicial to the interest of members or public interest. The Regional Director's report confirmed no complaints were received, and the companies were compliant with statutory filings. The Regional Director also highlighted the need for compliance with Section 232(3)(i) of the Companies Act, stamp duty payment, and necessary accounting entries.

6. Approval of the Scheme of Amalgamation and Terms and Conditions:
The Tribunal found the Scheme of Amalgamation to be genuine, bona fide, and in the interest of shareholders and creditors. The Scheme was approved with the following conditions:
- No exemption from payment of stamp duty, taxes, or other charges.
- Transfer of property, rights, powers, liabilities, and duties from Transferor Companies to Transferee Company.
- Continuation of pending proceedings by or against the Transferee Company.
- Transfer of employees without break or interruption in service.

7. Payment of Legal Fees and Expenses:
The Tribunal quantified the legal fees and expenses for the Official Liquidator at ?10,000 and for the Regional Director at ?25,000, to be paid by the Transferee Company within four weeks from the date of issuance of the certified copy of the Order.

8. Filing and Issuance of Orders and Compliance with Stamp Duty Requirements:
The Tribunal directed the Petitioner Companies to lodge a copy of the order and schedule of immovable assets with the Superintendent of Stamps within 60 days for adjudication of stamp duty. They were also directed to file a copy of the order and Scheme of Amalgamation with the Registrar of Companies electronically and physically within 30 days.

Conclusion:
The joint Company Petition for the Scheme of Amalgamation was allowed, with the Tribunal granting the requested reliefs and directing compliance with the specified conditions and statutory requirements.

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