2020 (9) TMI 804 - Tri - Companies Law

Approval of the Scheme of Amalgamation - Section 230 to 232 of the Companies Act, 2013 - HELD THAT - In view of absence of any other objections having been placed on record before this Tribunal and since all the requisite statutory compliances having been fulfilled, this Tribunal, sanctions the Scheme of Amalgamation, which are annexed as Annexure A9 with the Company Petition as well as the prayer made therein - Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioners. Petition allowed.

Summary

Issues:
Approval of Scheme of Amalgamation under Sections 230-232 of Companies Act, 2013.

Analysis:
The Joint Company Petition was filed for the approval of the Scheme of Amalgamation between the Transferor and Transferee Companies. The meeting of Equity Shareholders, Secured and Unsecured Creditors was conducted, and majority votes were in favor of the Resolution. The petitions for sanction of the Scheme were filed, and necessary directions were issued for statutory compliance. Affidavits of service were filed, and notices were served to relevant authorities as per the Tribunal's directions.

The Regional Director and Official Liquidator submitted their reports, stating no objections to the Scheme. The Chartered Accountant's report found no adverse observations regarding the Transferor Company's affairs. The Official Liquidator sought remuneration for the Auditor. Despite notices, some authorities did not respond, leading the Tribunal to presume no objections. Legal proceedings by or against the Transferor Company will be continued by the Transferee Company post-amalgamation.

In a related judgment, the NCLT New Delhi highlighted the IT Department's rights in the Scheme of Amalgamation. The Petitioner Companies complied with necessary provisions and certifications. No investigation proceedings or cases of oppression/mismanagement were pending against them. With all statutory compliances fulfilled, and no objections raised, the Tribunal sanctioned the Scheme of Amalgamation.

The Tribunal clarified that the sanction does not exempt from stamp duty, taxes, or charges due under the law. Specific orders were issued regarding the transfer of properties, liabilities, employees, shares, and the dissolution of the Transferor Company. The Appointed date for the Scheme was set, and instructions for registration and dissolution of the Transferor Company were provided. Any interested person could seek further directions from the Tribunal if necessary. The Company Petition was allowed based on the outlined terms.