9911796707
|
Home
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2020 (9) TMI 381 - Tri - Companies LawSanction of Amalgamation scheme - sections 230 to 232 of the Companies Act, 2013 - HELD THAT - The Scheme appears to be fair and reasonable and does not violate of any provisions of law and is not contrary to public policy. Since all the requisite statutory compliances have been fulfilled, CP (CAA) No. 928/MB-I/2020 is made absolute in terms of prayer made in the Petition. Hence ordered. Petition allowed.
Issues:
1. Sanction under sections 230 to 232 of the Companies Act, 2013 for the Scheme of Amalgamation. Detailed Analysis: The petition sought sanction for a Scheme of Amalgamation between two companies, Enam Advisors and Investment Consultants Private Limited (Transferor Company/Petitioner Company 1) and Enam Securities Private Limited (Transferee Company/Petitioner Company 2), along with their respective shareholders. The rationale behind the merger included consolidation of similar businesses for full integration, achieving greater financial strength, operational efficiency, and maximizing stakeholder value. The Board of Directors of both companies approved the Scheme, with an Appointed Date of 1st April 2019. The Petition was filed in accordance with the Companies Act, 2013 and the Tribunal's order. No objections were raised against the Scheme during the proceedings. The Regional Director, Ministry of Corporate Affairs, Mumbai, filed a report stating that the Scheme was not prejudicial to shareholders and the public, except for minor observations. The Petitioner Companies provided necessary undertakings and clarifications in response to the Director's observations, ensuring compliance with accounting standards and other provisions of the Act. The Tribunal accepted the undertakings and explanations provided by the Petitioner Companies, along with the Regional Director's report. The Official Liquidator's report confirmed that the affairs of the Transferor Company were not conducted prejudicially, recommending its dissolution without winding up. After reviewing the material on record, the Tribunal found the Scheme fair, reasonable, compliant with statutory requirements, and not contrary to public policy. Consequently, the Tribunal sanctioned the Scheme, making it binding on all parties involved, including shareholders, creditors, and employees. The Transferor Company was ordered to be dissolved without winding up, and necessary steps were outlined for compliance with the Scheme, including publication in newspapers and filing with regulatory authorities. Interested parties were granted liberty to seek further directions from the Tribunal if needed.
|
