2017 (8) TMI 455 - Tri - Companies Law

Scheme of Amalgamation - Held that - On perusal of the Scheme and the documents produced on record, it appears that all the requirements of section 230 and 232 of the Companies Act, 2013 are satisfied. The Scheme appears to be genuine and bona fide and in the interest of the shareholders and creditors as well as in the public interest and the same deserves to be sanctioned. The Scheme, which is at Exhibit-A to TP Nos. 48, 49, 50 and 51 of 2017 and at Exhibit-M to TP No.52 of 2017, is hereby sanctioned and it is declared that the same shall be binding on the petitioner companies, viz. Cello Pens Private Limited, Cello Tips and Pens Private Limited, Cello Writing Instruments and Containers Private Limited, Pentek Pen and Stationery Private Limited and Cello Plastic Products Private Limited, their shareholders, creditors and all concerned under the scheme. It is also declared that the four Transferor Companies viz. Cello Pens Private Limited, Cello Tips and Pens Private Limited, Cello Writing Instruments and Containers Private Limited, Pentek Pen and Stationery Private Limited shall stand dissolved without winding up.

Summary

Issues:
Petitions seeking sanction of Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013 involving multiple transferor and transferee companies.

Analysis:
1. The petitioner companies filed Company Petitions seeking sanction of the Scheme, which were transferred to NCLT, Ahmedabad from the High Court of Judicature at Bombay. The Tribunal directed the petitioner companies to issue notices to shareholders and creditors, as well as various regulatory authorities.

2. Affidavits were filed confirming service of notices and publications, with no objections received from shareholders or creditors. The Regional Director, Mumbai, submitted representations raising concerns related to tax implications, accounting treatment, share capital, company name changes, compliance with Companies Act provisions, and serving notice to the Reserve Bank of India.

3. The Tribunal reviewed each concern raised by the Regional Director and found that the petitioner companies had addressed all issues satisfactorily in their affidavits. It was noted that the Scheme was in compliance with the Companies Act, 2013 and deemed genuine, bona fide, and in the interest of shareholders, creditors, and the public.

4. Referring to a previous order by NCLT, Mumbai Bench, the Tribunal sanctioned the Scheme of Amalgamation, declaring it binding on all involved companies, shareholders, and creditors. The four Transferor Companies were to be dissolved without winding up.

5. The Tribunal allowed the petitions, dispensed with the filing and issuance of drawn-up orders, and instructed concerned authorities to act on the sanctioned Scheme. The Registrar was directed to issue an authenticated copy of the order along with the Scheme promptly, concluding the disposal of the petitions.