2022 (5) TMI 24 - Tri - Companies Law

Sanction of the Scheme of Amalgamation - Section 230(6), read with Section 232(3) of the Companies Act, 2013 - HELD THAT - From the material on record, the Scheme appears to be fair and reasonable and is not violative to any provisions of law, nor is contrary to public interest - Since all the requisite statutory compliances have been fulfilled, the Company Petition is allowed. The scheme is approved - application allowed.

Issues Involved:

1. Approval and sanction of the Scheme of Amalgamation under Sections 230(6) and 232(3) of the Companies Act, 2013.
2. Compliance with statutory requirements and observations by the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata.
3. Observations by the Official Liquidator attached to the Hon'ble High Court, Calcutta.
4. Fairness and reasonableness of the Scheme in accordance with the law and public interest.

Issue-Wise 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 multiple Transferor Companies and a Transferee Company. The Scheme proposed the amalgamation of the Transferor Companies with the Transferee Company from the Appointed Date, 1st April 2020. The Learned Counsel for the Petitioner highlighted that the amalgamation would bring several benefits, including economies of scale, strategic reorganization, better coordination, pooling of resources, and overall growth and efficiency. The Board of Directors of all the Petitioner Companies unanimously approved the Scheme in their respective Board meetings held on 5th March 2021. 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.

2. Compliance with Statutory Requirements and Observations by the Regional Director:

The Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata, made several observations, including the registration jurisdiction of the companies, the absence of complaints or representations against the Scheme, and the filing of statutory documents by the Petitioner Company. Specific issues were noted regarding the non-filing of Form MGT-14 and Form PAS-6 by M/s. GVS Viniyog Limited. The Petitioner Companies undertook to comply with all statutory requirements, including the payment of applicable stamp duty, passing necessary accounting entries, and ensuring that the Scheme was approved by the requisite majority of members and creditors. The Petitioner Companies also confirmed that notices were served to concerned authorities as per Section 230(5) of the Companies Act, 2013, and no objections were received.

3. Observations by the Official Liquidator:

The Official Liquidator attached to the Hon'ble High Court, Calcutta, reported that the affairs of the Transferor Company, M/s. GVS Viniyog Limited, were not conducted in a manner prejudicial to the interest of its members or the public. This observation was based on the scrutiny of information submitted by the Petitioner Company.

4. Fairness and Reasonableness of the Scheme:

The Tribunal found the Scheme to be fair and reasonable, not violative of any provisions of law, and not contrary to public interest. Since all requisite statutory compliances were fulfilled, the Tribunal sanctioned the Scheme of Amalgamation. The Scheme was to be binding on all equity shareholders of the Petitioner Companies and all concerned with effect from 1st April 2020. The properties, rights, liabilities, and obligations of the Transferor Company, including those specified in the Schedule of Assets, were to be transferred to and vested in the Transferee Company without further act or deed. All legal proceedings by or against the Transferor Company were to continue by or against the Transferee Company. The dissolution of GVS Viniyog Limited was to take place without winding up, and the Transferor Company was granted leave to file its Schedule of Assets within four weeks. Certified copies of the order were to be delivered to the Registrar of Companies for registration, and the files relating to the companies were to be consolidated accordingly.

Conclusion:

The Tribunal allowed the Company Petition, sanctioned the Scheme of Amalgamation, and disposed of the petition accordingly. The sanction of the Scheme did not preclude any action for violations of law committed by the Petitioner Company, which would be addressed by the Transferee Company. The authorities concerned were left to determine if there had been any violations and to take appropriate action under the law.

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