2022 (1) TMI 465 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Sections 230-232 of the Companies Act, 2013 - HELD THAT - The Scheme contemplated between the petitioner companies, appears to be prima facie in compliance with all the requirements stipulated under the relevant Sections of the Companies Act, 2013. In the absence of any objections before us and since all the requisite statutory compliance have been fulfilled, this Tribunal sanctions the scheme of amalgamation appended as Annexure-A1 with the company petition. Notwithstanding the submission that no investigation is pending against the petitioner companies, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioners. The scheme is approved - application allowed.

Issues Involved:
1. Sanction of Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013.
2. Compliance with statutory requirements and issuance of notices.
3. Objections from statutory authorities and creditors.
4. Compliance with Section 232(3)(i) of the Companies Act, 2013 regarding fees on consolidated authorized share capital.
5. Transfer of liabilities and obligations including pending litigations and tax demands.
6. Approval from Competition Commission of India (CCI).
7. Compliance with stock exchanges and SEBI requirements.
8. Final sanction and conditions imposed by the Tribunal.

Issue-wise Detailed Analysis:

1. Sanction of Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013:
The petitioner companies filed a joint Second Motion petition under Sections 230-232 of the Companies Act, 2013 for the sanction of a Scheme of Amalgamation. The Tribunal reviewed the First Motion Application and subsequent compliance affidavits, confirming that all procedural requirements were met.

2. Compliance with statutory requirements and issuance of notices:
The Tribunal issued directions on 23.07.2021, which were complied with by the petitioner companies through an affidavit dated 09.09.2021. Notices were served to statutory authorities including the Central Government, Registrar of Companies, CCI, RBI, and Income Tax Department, and were published in newspapers.

3. Objections from statutory authorities and creditors:
The statutory authorities, including the Registrar of Companies (RoC) and Regional Director (RD), filed their reports with observations. The RoC confirmed that the companies had filed annual returns and balance sheets up to 31.03.2020 and had no pending prosecutions, inspections, or investigations. The Official Liquidator also filed a report with no adverse observations.

4. Compliance with Section 232(3)(i) of the Companies Act, 2013 regarding fees on consolidated authorized share capital:
The RoC observed that the Transferee Company must comply with Section 232(3)(i) and pay the difference fee on consolidated authorized share capital. The petitioner companies undertook to comply with this requirement and pay applicable fees post-consolidation.

5. Transfer of liabilities and obligations including pending litigations and tax demands:
The Income Tax Department reported outstanding demands against both petitioner companies. The petitioner companies confirmed that all pending litigations and liabilities, including tax demands, would be transferred to the Transferee Company. The Tribunal noted that the rights of tax authorities to recover dues remain intact and can proceed against the Transferee Company.

6. Approval from Competition Commission of India (CCI):
The CCI approved the proposed combination, stating that it would not have any appreciable adverse effect on competition in India.

7. Compliance with stock exchanges and SEBI requirements:
Notices were issued to the National Stock Exchange of India (NSE), Bombay Stock Exchange of India (BSE), and Securities and Exchange Board of India (SEBI). No objections were received from these authorities, indicating presumed approval.

8. Final sanction and conditions imposed by the Tribunal:
The Tribunal sanctioned the Scheme of Amalgamation, confirming compliance with all statutory requirements. It clarified that the order does not exempt the companies from paying stamp duty, taxes, or other charges. The Tribunal ordered the transfer of all property, rights, liabilities, and employees from the Transferor Company to the Transferee Company. It also mandated the filing of revised memorandum and articles of association with the Registrar of Companies and the payment of differential fees. The Transferor Company was ordered to be dissolved without winding up, and the Transferee Company was directed to deposit ?50,000 in favor of "The Company Law Tribunal Bar Association" within four weeks.

Conclusion:
The Tribunal sanctioned the Scheme of Amalgamation between the petitioner companies, ensuring compliance with all statutory requirements and protecting the rights of creditors and tax authorities. The order includes specific conditions for the transfer of assets, liabilities, and compliance with regulatory requirements.

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