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2022 (4) TMI 784 - Tri - Companies LawSeeking approval of the Scheme of Amalgamation - Sections 230 and 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Upon considering the approval accorded by the members and creditors of all the petitioner companies to the proposed scheme, as well as the objections filed by the regional director, northern region, the official liquidator, and the income tax department and being satisfied in view of affidavit of undertaking filed by the transferor company, there appears to be no impediment in sanctioning the present scheme. Consequently, sanction is hereby granted to the scheme under section 230 232 of the Companies Act, 2013. The companies however remain bound to comply with the statutory requirements in accordance with law. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this court to the scheme, will not come in the way of action being taken, albeit, in accordance with law, against any of the concerned person, director and officials of the petitioners - In compliance with requirement of section 230(7) of the Companies Act, 2013, the transferee company herein shall until the scheme is fully implemented, file with the Registrar of Companies, the statement in Form No. CAA.8 along with such fees as specified in the Companies (Registration offices and fees) Rules, 2014 within two hundred and ten days from the end of each financial years. The scheme is approved - application allowed.
Issues:
Petition under Sections 230 and 232 of the Companies Act, 2013 for approval of Scheme of Amalgamation. Detailed Analysis: 1. Filing of Petition: The Petitioner Company filed a petition under Sections 230 and 232 of the Companies Act, 2013 for the approval of the Scheme of Amalgamation of Transferor Company into Transferee Company. 2. Procedural Compliance: Initially, a joint application was filed, meetings were convened for Equity Shareholders and Secured Creditors, and subsequent motions were filed within the prescribed time limit. Publication in newspapers and serving notices to relevant authorities were carried out as per directions. 3. Regional Director's Objections: The Regional Director raised objections regarding the appointment of a Woman Director, payment mechanisms, outstanding dues, and compliance with statutory provisions by the Transferee Company. 4. Reply to Objections: The Petitioner Companies provided detailed responses to the objections raised by the Regional Director, addressing issues such as the appointment of a Woman Director, payment mechanisms for sugarcane, security premium reserves, tax liabilities, and compliance with MCA requirements. 5. Reports by Official Liquidator and Income Tax Department: The Official Liquidator and Income Tax Department did not raise specific objections against the scheme, indicating no complaints or issues affecting the interests of members or public interest. 6. Sanction of Scheme: Considering the approvals by members and creditors, objections raised, and compliance with statutory requirements, the Tribunal sanctioned the scheme under Sections 230 and 232 of the Companies Act, 2013, with a reminder to comply with legal obligations. 7. Post-Sanction Orders: The Tribunal ordered the dissolution of the transferor company, transfer of property, rights, and liabilities to the transferee company, continuation of proceedings, transfer of employees, and registration formalities to be completed within specified timelines. 8. Compliance and Clarifications: The order emphasized compliance with statutory filings, clarified non-exemption from duties and charges, and provided directions for dissolution, transfer of assets and liabilities, employee transitions, and registration formalities. 9. Disposal of Petition: The petition was disposed of with the specified orders and directions, allowing interested parties to seek further directions from the Tribunal if necessary.
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