2024 (2) TMI 1444 - Tri - Companies Law

Sanction of the Scheme of Amalgamation - Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder - HELD THAT - Upon considering the approval accorded by the members of the Petitioner Companies to the proposed Scheme, and the affidavits filed by the Regional Director, the rejoinder and undertakings of the Petitioner Companies and the report of the Official Liquidator and the reply of the Petitioner Companies thereto, there appears to be no impediment in sanctioning the present Scheme. The sanction is hereby granted to the Scheme under Sections 230 to 232 of the Companies Act, 2013, subject to the compliance with the directions imposed - application disposed off.

Summary

Issues Involved:

1. Sanction of the modified Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.
2. Compliance with statutory requirements and undertakings by the Petitioner Companies.
3. Observations and objections from the Regional Director and Official Liquidator.
4. Protection of creditors' interests, particularly concerning an unsecured creditor, M/s. AMI Construction.
5. Compliance with regulatory and statutory obligations post-amalgamation.

Detailed Analysis:

1. Sanction of the Modified Scheme of Amalgamation:

The Tribunal was approached for the sanction of a modified Scheme of Amalgamation involving three Transferor Companies merging with a Transferee Company. The original scheme was amended to exclude the Fourth Petitioner Company from the merger due to commercial and regulatory reasons. The Boards of the Petitioner Companies approved the modified Scheme on 31.07.2023, with the Appointed Date set as 1st April 2023. The rationale for the Scheme included simplification of group structure, enhanced stakeholder value, optimal resource utilization, and operational synergies.

2. Compliance with Statutory Requirements and Undertakings:

The Petitioner Companies complied with all statutory requirements under the Companies Act, 2013, and undertook to fulfill any additional obligations. The Tribunal accepted these undertakings. The companies ensured that no shares would be issued as consideration since the Transferor Companies were wholly owned subsidiaries of the Transferee Company.

3. Observations and Objections from the Regional Director and Official Liquidator:

The Regional Director's report highlighted pending inquiries against some Petitioner Companies and required compliance with various statutory provisions, including filing of forms and protection of creditors' interests. The Petitioner Companies responded by undertaking compliance with all legal directives and providing necessary documentation. The Official Liquidator raised concerns about the absorption of employees and the setting off of fees on authorized capital, which the Petitioner Companies addressed by undertaking to include all employees in the transfer and comply with fee regulations.

4. Protection of Creditors' Interests:

The Tribunal addressed a representation from M/s. AMI Construction, an unsecured creditor, claiming an outstanding amount from the First Petitioner Company. Despite the company's contention of the claim being time-barred, the Tribunal found the claim valid under Section 18 of the Limitation Act, 1963, due to acknowledgment of debt. The Tribunal directed the Transferee Company to settle the admitted debt and consider releasing any security deductions.

5. Compliance with Regulatory and Statutory Obligations Post-Amalgamation:

The Tribunal sanctioned the Scheme with directions ensuring compliance with all regulatory and statutory obligations. This included filing the Scheme with the Registrar of Companies, protecting creditor interests, and allowing authorities to take necessary actions for any violations. The Tribunal emphasized that the order does not exempt the companies from paying applicable duties and taxes.

In conclusion, the Tribunal found the Scheme fair, reasonable, and compliant with legal provisions, granting its sanction subject to specified conditions and compliance with statutory requirements.