2022 (4) TMI 783 - Tri - Companies Law

Sanction of Scheme of Amalgamation - section 230-232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016 - HELD THAT - The Scheme of Amalgamation is sanctioned by this Tribunal to be binding with the appointed date fixed as 01st April 2020 and shall be binding on the Transferor Companies with the Transferee Company and their respective shareholders, Creditors and all concerned. The scheme is sanctioned - application allowed.

Summary

Issues:
1. Sanctioning of Scheme of Amalgamation under Companies Act, 2013.

Analysis:
The Tribunal considered a petition under sections 230-232 of the Companies Act, 2013 for the approval of a Scheme of Amalgamation between several companies. The Scheme aimed to merge the Transferor Companies with the Transferee Company from the Appointed Date of 1st April 2020. The Tribunal had earlier dispensed with the need for meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors as their consent was obtained through affidavits. The petitioners complied with all necessary procedures, including serving notices to Regulatory Authorities and publishing advertisements in newspapers. No pending proceedings under relevant sections of the Companies Act were found against the Petitioner(s).

The circumstances justifying the Scheme of Amalgamation included consolidation of group structure, synergies in business activities, economies of scale, and enhanced profitability. The Official Liquidator's report confirmed that the affairs of the Transferor Companies were not conducted prejudicially. The Regional Director raised observations which were duly addressed by the Petitioner Companies in their rejoinder, ensuring compliance with legal provisions.

The Tribunal reviewed all submissions and documents, allowing the petition and issuing orders for the sanctioned Scheme of Amalgamation. The orders included the transfer of property, rights, powers, debts, liabilities, and obligations to the Transferee Company from the Appointed Date. The Tribunal directed the continuation of legal proceedings, issuance of shares to shareholders as per the Scheme, dissolution of Transferor Companies without winding up, and submission of necessary documents to the registry and Registrar of Companies within specified timelines. The connected cases were disposed of accordingly, and parties were granted the option to obtain an urgent certified copy of the order upon compliance with formalities.