2020 (9) TMI 712 - Tri - Companies Law

Approval of Amalgamation Scheme - Sections 230 to 232 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - The main object of the Transferee Company is to get engaged in the work of developers, promoters, colonizers, builders, town planners, designers, civil engineers, construction contractors for real estate development of all kind whether on freehold or leasehold properties, owned by the company or otherwise, sale and purchase of land and properties, plotted development and generally to deal in the real estate business - The Board of Directors of the Transferor Companies have approved the present Scheme vide Resolution dated 16th July 2018. The other necessary requirements have also been fulfilled as per the directions given by this Bench from time to time. The Company Petition is allowed and the Scheme of Amalgamation annexed as annexure A-1 with the Petitions is hereby Sanctioned. The Scheme approved shall be binding on the Shareholders, Creditors and employees of the Companies involved in this Scheme. The Appointed date of the Scheme is 01.04.2018 - While approving the Scheme, it is further clarified that this Order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable, as per the relevant provisions of law or from any applicable permissions that may have to be obtained or, even compliances that may have to be made as per the mandate of law. In compliance with requirements of Section 230(7) of the Companies Act, 2013, the Transferee Company herein shall until the scheme is fully implemented, file with the Registrar of Companies, the statement in Form No. CAA. 8 along with such fee as specified in the Companies (Registration Offices and Fees) Rules, 2014 within two hundred and ten days from the end of each financial year - The Order of sanction to this Scheme shall be prepared by the Registry as per the relevant format provided under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 notified on 14.12.2016. The Scheme is sanctioned.

Summary

Issues:
1. Approval of Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.
2. Incorporation details of Transferor Companies and Transferee Company.
3. Rationale and benefits of the proposed amalgamation.
4. Transfer of properties, rights, and interests.
5. Treatment of taxes, duties, and legal proceedings.
6. Accounting treatment and compliance with statutory requirements.

Analysis:
1. The judgment pertains to the approval of a Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013, involving several private limited companies for the purpose of merging Transferor Companies with a Transferee Company as a going concern.

2. Detailed information is provided regarding the incorporation dates and Corporate Identification Numbers (CIN) of each Transferor Company and the Transferee Company, highlighting their legal identities and statuses.

3. The judgment outlines the rationale behind the amalgamation, emphasizing the creation of a single robust entity with integrated and complementary businesses, leveraging assets and intellectual capital to enhance financial strength and competitive positioning, ultimately benefiting stakeholders through operational synergies.

4. Specific clauses in the Scheme address the transfer of properties, rights, and interests from the Transferor Companies to the Transferee Company, ensuring a smooth transition and consolidation of assets in accordance with the provisions of the Companies Act.

5. The judgment discusses the treatment of taxes, duties, and legal proceedings, including the continuation of suits and actions, tax filings, and compliance with regulatory requirements to safeguard the interests of all parties involved in the amalgamation process.

6. Additionally, the judgment highlights the accounting treatment of the amalgamation as per the "Pooling of Interest method" under Indian Accounting Standards, confirming that the Scheme complies with statutory requirements under Sections 230 to 232 of the Companies Act, 2013, ensuring fairness, reasonableness, and legality.

Overall, the Tribunal approves the Scheme of Amalgamation, binding shareholders, creditors, and employees of the companies involved, with specific directions for compliance, filing of necessary documents, and dissolution of Transferor Companies without winding up, thereby concluding the legal process efficiently and in accordance with the law.