2022 (1) TMI 978 - Tri - Companies Law

Sanction of the Scheme of Amalgamation - Section 230(6) read with Section 232(3) of the Companies Act, 2013 - HELD THAT - Various directions with regard to holding, convening and dispensation of various meetings issued - directions with regard to issuance of various notices also issued. The scheme is approved - application allowed.

Issues Involved:
1. Sanction of the Scheme of Amalgamation.
2. Compliance with statutory requirements and formalities.
3. Observations and objections from statutory authorities.
4. Transfer and vesting of properties, rights, and liabilities.
5. Issuance and allotment of shares.
6. Dissolution of the Transferor Company.

Detailed Analysis:

1. Sanction of the Scheme of Amalgamation:
The petition was filed under Section 230(6) read with Section 232(3) of the Companies Act, 2013, seeking the sanction of the Scheme of Amalgamation between Vidyadhar Abasan Private Limited (Transferor Company) and Sanghi Sagar Properties Private Limited (Transferee Company) with an appointed date of 1st April 2020. The Scheme was approved by the respective Board of Directors on 2nd March 2021. The amalgamation aimed to combine and carry forward the business of both companies conveniently, restructure and reorganize business activities and capital structure, achieve economies of scale, and expand business activities under the Transferee Company.

2. Compliance with Statutory Requirements and Formalities:
The statutory auditors confirmed that the accounting treatment in the Scheme conforms to the accounting standards prescribed under Section 133 of the Companies Act, 2013. No proceedings were pending under Sections 210 to 227 of the Companies Act, 2013 against the Petitioners. The exchange ratio of shares was fixed based on a report by an IBBI Registered Valuer. The Tribunal, by an order dated 2nd July 2021, dispensed with the meetings of equity shareholders and unsecured creditors based on their affidavits of consent. Notices were duly served to regulatory authorities, and advertisements were published, complying with the order dated 11th November 2021.

3. Observations and Objections from Statutory Authorities:
The Official Liquidator reported no complaints against the proposed Scheme and concluded that the affairs of the Transferor Companies were not conducted prejudicially. The Regional Director (RD) filed an affidavit with several observations, which were addressed by the Petitioners in their Rejoinder. The RD's observations included compliance with Section 232(3)(i) regarding adjustment of fees, payment of applicable stamp duty, compliance with Accounting Standards, approval by requisite majority, and filing of correct financial statements. The Petitioners undertook to comply with these requirements and confirmed that the Scheme enclosed to the Company Application and Petition were identical.

4. Transfer and Vesting of Properties, Rights, and Liabilities:
The Tribunal ordered that all properties, rights, and interests of the Transferor Company be transferred to and vested in the Transferee Company without further act or deed. Similarly, all liabilities and duties of the Transferor Company were to be transferred to the Transferee Company. All pending proceedings by or against the Transferor Company would continue against the Transferee Company.

5. Issuance and Allotment of Shares:
The Transferee Company was directed to issue and allot shares to the shareholders of the Transferor Company as per the Scheme of Amalgamation. If necessary, the authorized share capital would be increased to facilitate this issuance.

6. Dissolution of the Transferor Company:
The Transferor Company was to stand dissolved from the effective date of the amalgamation. Certified copies of the order were to be delivered to the Registrar of Companies, West Bengal, for registration. The Petitioners were also required to supply a legible printout of the scheme and schedule of assets to the department for verification and appending to the certified copy of the order.

Conclusion:
The Tribunal, after hearing submissions and perusing the records, allowed the petition and sanctioned the Scheme of Amalgamation. The order included directions for the transfer and vesting of properties, rights, and liabilities, issuance of shares, dissolution of the Transferor Company, and compliance with statutory requirements. The Company Petition was disposed of accordingly, with an urgent certified copy of the order to be supplied to the parties upon compliance with requisite formalities.

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