2020 (12) TMI 37 - Tri - Companies Law

Approval of Scheme of Amalgamation - Sections 230 to 232 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013 and the rules framed there under - HELD THAT - The observations made by the Regional Director have been explained by the Petitioner Companies in Para 10 to 18 above. The clarifications and undertakings given by the Petitioner Companies are accepted by the Tribunal - The Official Liquidator has filed his report on 13th August, 2020 in the Consolidated Company Scheme Petition No. 952 of 2020, inter alia, stating therein that the affairs of the Transferor Companies have been conducted in a proper manner not prejudicial to the interest of the Shareholders of the Transferor Companies and that the Transferor Companies may be ordered to be dissolved by this Tribunal. The Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy - Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 952 of 2020 is made absolute in terms of clauses (a) to (c). The scheme is sanctioned - The Appointed Date is fixed as 1st April, 2019.

Issues Involved:
1. Approval and compliance with the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.
2. Observations and compliance requirements raised by the Regional Director.
3. Confirmation of the appointed date and effectiveness of the Scheme.
4. Compliance with statutory requirements and filing obligations post-approval.

Issue-wise Detailed Analysis:

1. Approval and Compliance with the Scheme of Amalgamation:
The Tribunal convened via videoconference and heard the Learned Counsel for the Petitioner Companies. No objections were raised against the Scheme. The Petitioner Companies sought the Tribunal's sanction for the Scheme of Amalgamation involving Aroma Chemical Agencies (India) Private Limited and Alchemie Agencies Private Limited as Transferor Companies with IMCD India Private Limited as the Transferee Company. The Scheme was approved by the Board Resolutions dated 21st June 2019 and filed in accordance with the Tribunal's previous orders. The Companies complied with all the requirements and filed necessary affidavits of compliance.

2. Observations and Compliance Requirements Raised by the Regional Director:
The Regional Director's report dated 24th August 2020 highlighted several observations:
- Compliance with AS-14 and other applicable Accounting Standards.
- Clarification on the "Appointed Date" and "Effective Date" as per Section 232(6) of the Companies Act, 2013.
- The Scheme's approval by the requisite majority of members and creditors.
- Setting off fees paid by the Transferor Companies against fees payable by the Transferee Company as per Section 232(3)(i).
- Affidavit confirming no discrepancies between the Scheme enclosed to the Company Application and Petition.
- Notices to concerned authorities and their binding decisions.
- Compliance with Section 13 for changes in the Object Clause of the Transferee Company.
- Protection of creditors' interests.
The Petitioner Companies provided explanations and undertakings addressing these observations, which were accepted by the Tribunal.

3. Confirmation of the Appointed Date and Effectiveness of the Scheme:
The Appointed Date for the Scheme was fixed as 1st April 2019. The Scheme was deemed effective from this date, ensuring compliance with Section 232(6) of the Companies Act, 2013.

4. Compliance with Statutory Requirements and Filing Obligations Post-Approval:
The Tribunal found the Scheme fair, reasonable, and compliant with legal provisions and public policy. The Company Scheme Petition No. 952 of 2020 was made absolute in terms of clauses (a) to (c). The Petitioner Companies were directed to:
- File a copy of the Order and Scheme with the Registrar of Companies electronically and physically within 30 days.
- Publish the Tribunal's approval in the same newspapers where previous publications were made and host the Order on their websites.
- Lodge a copy of the Order with the Superintendent of Stamps for stamp duty adjudication within 60 days.
- Pay costs of ?25,000 each to the Regional Director and the Official Liquidator within four weeks.
All authorities were instructed to act on the authenticated copy of the Order and Scheme.

Conclusion:
The Tribunal approved the Scheme of Amalgamation, confirming compliance with all statutory requirements and addressing the observations raised by the Regional Director. The Appointed Date was set as 1st April 2019, and the Petitioner Companies were directed to fulfill post-approval filing and publication obligations.

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