2020 (10) TMI 695 - Tri - Companies Law

Sanction of scheme of amalgamation - sections 230-232 of the Companies Act 2013 - HELD THAT - From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy - The Appointed Date of the Scheme is fixed as 1st April 2018 - The Transferor Company shall be dissolved without winding-up. The Petitioner Companies are directed to lodge a certified copy of this Order and the Scheme with the concerned Superintendent of Stamps, within 60 working days from the date of receipt of certified copy of order, for adjudication of stamp duty payable, if any - The Petitioner Companies are directed to lodge a certified copy of this Order along with a copy of the Scheme with the concerned Registrar of Companies, electronically in Form INC-28 within 30 days from the date of issue of the order by the Registry, duly certified by the Deputy/Assistant Registrar of this Tribunal. Application allowed.

Issues Involved:
1. Sanction of the Scheme of Amalgamation under sections 230-232 of the Companies Act, 2013.
2. Compliance with statutory requirements and accounting standards.
3. Approval and objections by the Regional Director.
4. Observations and report of the Official Liquidator.
5. Effective and appointed dates of the Scheme.

Issue-wise Detailed Analysis:

1. Sanction of the Scheme of Amalgamation under sections 230-232 of the Companies Act, 2013:
The Tribunal was convened through videoconferencing on 23.04.2020 to hear the petition for sanctioning the Scheme of Amalgamation between Deejay Mining & Exports Private Limited (Transferor Company) and ASI Industries Limited (Transferee Company). The Scheme was approved by the requisite majority in the shareholders' meeting of the Second Petitioner Company held on 18th November 2019, and the meeting of the shareholders of the First Petitioner Company was dispensed with due to consent affidavits. The main objectives of the First Petitioner Company include mining, processing, and exporting various stones and minerals. The amalgamation aims to improve organizational capability, consolidate efforts, enhance operational efficiencies, and provide significant growth impetus.

2. Compliance with statutory requirements and accounting standards:
The Petitioner Companies have complied with all statutory requirements as directed by the Tribunal and have filed necessary affidavits of compliance. The Regional Director's report emphasized the need for compliance with Accounting Standards AS-14 (IND AS-103) and other applicable standards such as AS-5 (IND AS-8). The Petitioner Companies undertook to pass necessary accounting entries and comply with all statutory requirements under the Companies Act, 2013, and the Rules made thereunder.

3. Approval and objections by the Regional Director:
The Regional Director's report dated 26th February 2020 raised several observations, including the need for compliance with AS-14 and other accounting standards, clarification on the appointed date, and confirmation that the Scheme has not been altered. The Petitioner Companies responded with a joint affidavit dated 28th February 2020, addressing these observations and providing necessary undertakings. The Regional Director accepted these explanations and filed a Supplementary Report dated 4th March 2020.

4. Observations and report of the Official Liquidator:
The Official Liquidator's report dated 13th February 2020 confirmed that the affairs of the Transferor Company were conducted properly and recommended its dissolution. The Tribunal accepted this report and ordered the dissolution of the Transferor Company without winding-up.

5. Effective and appointed dates of the Scheme:
The appointed date of the Scheme is fixed as 1st April 2018. The Scheme will be operative from the effective date when the last of the approvals has been obtained, and certified copies of the Tribunal's order are filed with the Registrar of Companies by both the Transferor and Transferee Companies.

Conclusion:
The Tribunal found the Scheme to be fair, reasonable, and compliant with the law. The prayers made in the Company Petition were granted, and the Petitioner Companies were directed to lodge certified copies of the Order and Scheme with the concerned authorities within specified timeframes. The Transferor Company was ordered to be dissolved without winding-up, and all regulatory authorities were directed to act on the certified copy of the Order along with the Scheme. The judgment was pronounced on 23.04.2020.

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