2022 (5) TMI 22 - Tri - Companies Law

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

Issues Involved:
1. Approval and Sanction of the Scheme of Amalgamation.
2. Compliance with statutory requirements and accounting standards.
3. Addressing objections and observations from the Regional Director (RD).
4. Procedural formalities for the transfer and vesting of assets, liabilities, and obligations.
5. Issuance and allotment of shares to shareholders of Transferor Companies.
6. Filing and registration of the order with the Registrar of Companies.

Detailed Analysis:

1. Approval and Sanction of the Scheme of Amalgamation:
The petition was filed under Section 230(6) read with Section 232(3) of the Companies Act, 2013 for the sanction of the Scheme of Amalgamation involving JSM Investments Limited, Periwal Industrial Corporation Limited, Pioneer Polyfeb Limited, and Pioneer Protec Limited (Transferor Companies) with Badridas Investment Company Limited (Transferee Company). The Scheme was unanimously approved by the respective Board of Directors of the Petitioner Nos. 1 to 5 on 24th August 2019. The amalgamation aimed to consolidate the undertakings, pool resources, achieve economies of scale, and improve operational efficiency.

2. Compliance with Statutory Requirements and Accounting Standards:
The statutory auditors confirmed that the accounting treatment in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013. No proceedings were pending under Sections 210 to 227 of the Act against the Petitioners. The exchange ratio of shares was fixed on a fair and reasonable basis as per the report of Vikash Goel, Registered Valuer and Chartered Accountant. The shares of the Petitioners were listed on the Calcutta Stock Exchange and the Scheme was duly filed for approval.

3. Addressing Objections and Observations from the Regional Director (RD):
The RD filed a reply affidavit dated April 06, 2022, which was addressed by the Petitioners in their Rejoinder dated April 07, 2022. Key points included:
- No complaints or representations regarding the Scheme.
- NOC/clearance from the stock exchange and RBI were pending, but no objections were received.
- The Scheme had all ingredients of 'pooling of interest' and the difference would be adjusted with reserves.
- Compliance with Section 232(3)(i) of the Companies Act, 2013 was affirmed.
- Applicable stamp duty on the transfer of immovable properties would be paid.
- The Scheme enclosed to the company application and petition were the same.
- The Scheme was approved by the requisite majority of members and creditors.

4. Procedural Formalities for the Transfer and Vesting of Assets, Liabilities, and Obligations:
The Tribunal ordered that all property, rights, and powers of the Transferor Companies be transferred to the Transferee Company from the Appointed Date without further act or deed. Similarly, all debts, liabilities, duties, and obligations of the Transferor Companies were to be transferred to the Transferee Company. Employees of the Transferor Companies would be engaged by the Transferee Company, and all pending proceedings would continue by or against the Transferee Company.

5. Issuance and Allotment of Shares to Shareholders of Transferor Companies:
The Transferee Company was directed to issue and allot shares to the shareholders of the Transferor Companies in terms of the Scheme without further application.

6. Filing and Registration of the Order with the Registrar of Companies:
The Petitioners were granted leave to file the Schedule of Assets of the Transferor Companies within three weeks. The Transferor Companies and the Transferee Company were to deliver a certified copy of the order to the Registrar of Companies within thirty days for registration. Upon filing, the Transferor Companies would be dissolved, and the Registrar would consolidate the files accordingly.

Conclusion:
The Tribunal allowed the petition and sanctioned the Scheme of Amalgamation, binding it on the Transferor and Transferee Companies, their shareholders, creditors, and all concerned. All statutory formalities were complied with, and the Scheme was deemed bona fide and in the interest of all concerned. The Company Petition (CAA) No. 171/KB/2021 was disposed of accordingly.

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