2022 (4) TMI 210 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Section 230(6) read with Section 232(3) of the Companies Act, 2013 - HELD THAT - Upon perusing the records and documents in the instant proceedings and considering the submissions, it is concluded all necessary requirements have been complied with. The scheme of Amalgamation is sanctioned, subject to directions complied with. Application allowed.

Issues Involved:
1. Approval and Sanction of the Scheme of Amalgamation.
2. Compliance with Statutory Requirements.
3. Objections and Observations by Statutory Authorities.
4. Transfer and Vesting of Properties, Rights, Liabilities, and Proceedings.
5. Issuance and Allotment of Shares.
6. Dissolution of Transferor Companies.

Detailed Analysis:

1. Approval and Sanction of the Scheme of Amalgamation:
The petition was filed under Sections 230(6) and 232(3) of the Companies Act, 2013, for the sanction of the Scheme of Amalgamation involving multiple companies with Planet Commodities Private Limited as the Transferee Company. The Scheme was approved by the respective Boards of Directors on 27th November 2019. The amalgamation aims to consolidate business activities, restructure capital, achieve economies of scale, and streamline management and finances.

2. Compliance with Statutory Requirements:
The Scheme was confirmed to be in conformity with the accounting standards as per the certificates from the Statutory Auditors dated 02nd December 2019. The exchange ratio of shares was deemed fair and reasonable based on a report by an IBBI Registered Valuer. The Tribunal directed the dispensation of meetings for equity shareholders and unsecured creditors, as consents were provided via affidavits. Notices were served to regulatory authorities, and advertisements were published as per the Tribunal's order dated 11th November 2021.

3. Objections and Observations by Statutory Authorities:
The Official Liquidator reported no complaints against the Scheme and stated that the affairs of the Transferor Companies were not conducted prejudicially. The Regional Director (RD) raised several points, including the justification for the appointed date being more than one year before the filing date, pending cases against two companies, compliance with Section 232(3)(i) of the Companies Act, and payment of applicable stamp duty. The Petitioners provided satisfactory responses, including undertaking compliance with statutory provisions and confirming that the Scheme documents were identical.

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

5. Issuance and Allotment of Shares:
The Transferee Company was ordered to issue and allot shares to the shareholders of the Transferor Companies as per the Scheme. The Tribunal also directed the filing of the schedule of assets within 60 days from the date of the order.

6. Dissolution of Transferor Companies:
The Transferor Companies were ordered to stand dissolved from the appointed date. Certified copies of the order were to be delivered to the Registrar of Companies, West Bengal, for registration within 30 days of obtaining the certified copy.

Conclusion:
The Tribunal sanctioned the Scheme of Amalgamation, binding with effect from 1st April 2019, transferring all properties, rights, liabilities, and proceedings to the Transferee Company. The Transferor Companies were dissolved, and all statutory formalities were duly complied with. The Company Petition was disposed of accordingly, and urgent certified copies of the order were to be supplied upon compliance with requisite formalities.

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