2022 (5) TMI 1257 - Tri - Companies Law

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

Issues Involved:
1. Approval and justification of the Scheme of Amalgamation.
2. Compliance with statutory requirements and accounting standards.
3. Consent of shareholders and creditors.
4. Observations and compliance with the Regional Director's and Official Liquidator's reports.

Issue-wise Detailed Analysis:

1. Approval and Justification 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 of SHENTRACON TREXIM PRIVATE LIMITED and WITHAL COMMERCIAL PRIVATE LIMITED with ASHIKA GLOBAL SECURITIES PRIVATE LIMITED, effective from 1st April 2021. The Scheme was approved by the Board of Directors of the petitioner companies on 21st and 23rd August 2021. The amalgamation aims to consolidate business, restructure, and reorganize business activities and capital structure, resulting in economies of scale, better resource utilization, and increased profitability.

2. Compliance with Statutory Requirements and Accounting Standards:
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. No proceedings are pending under Sections 210 to 227 of the Companies Act, 2013, against the petitioners. The exchange ratio of shares was fixed on a fair and reasonable basis by a registered valuer.

3. Consent of Shareholders and Creditors:
Meetings of equity shareholders and secured creditors were dispensed with due to their consent via affidavits. Unsecured creditors of Petitioner No.1 also gave their consent, and there were no secured or unsecured creditors for Petitioner No.2 and Petitioner No.3. Consequently, no meetings were required to be held.

4. Observations and Compliance with the Regional Director's and Official Liquidator's Reports:
The Official Liquidator reported no complaints against the Scheme and concluded that the affairs of the transferor companies were not conducted prejudicially. The Regional Director (RD) made several observations:
- No complaints were received against the Scheme, but there were active charges against the Transferee Company.
- The Transferee Company and Transferor Companies are NBFCs registered with RBI, and an NOC from RBI was provided.
- The petitioners undertook to comply with Section 232(3)(i) of the Companies Act, 2013, regarding the adjustment of fees and payment of applicable stamp duty on the transfer of immovable properties.
- The petitioners affirmed that the Scheme enclosed to the Company Application and Company Petition are the same.
- The Income Tax Department noted outstanding demands against the Transferee Company, which will continue to exist post-amalgamation, allowing the authorities to recover the same.

Judgment:
The Tribunal sanctioned the Scheme of Amalgamation, binding from 1st April 2021. The properties, rights, liabilities, and duties of the transferor companies were transferred to the transferee company. The transferee company was directed to issue shares to the shareholders of the transferor companies and file the schedule of assets within 60 days. The transferor companies were dissolved from the appointed date, and certified copies of the order were to be delivered to the Registrar of Companies within 30 days. The petition was disposed of accordingly, with provisions for urgent certified copies if required.

Conclusion:
The Tribunal approved the amalgamation, ensuring compliance with statutory requirements, accounting standards, and addressing the observations of the Regional Director and Official Liquidator. The Scheme aims to achieve business consolidation, resource optimization, and profitability enhancement.

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