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2021 (1) TMI 720 - Tri - Companies LawApproval of Scheme of Amalgamation - Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements Amalgamations) Rules, 2016 - HELD THAT - A certificate of Statutory Auditor of the Petitioner Company has been placed on record to the effect that Accounting Treatment proposed in the Scheme of Amalgamation is in conformity with the Accounting Standard notified by the Central Government as specified under the provisions of Section 133 of the Companies Act, 2013. The Appointed date of the said Scheme is 01.04.2018 - There is no requirement for any modification and the said Scheme of Amalgamation appears to be fair and reasonable and is not contrary to public policy and not violative of any provisions of law. All the statutory requirements of sections 230 to 232 of the Companies Act, 2013 are compiled with. The Company Petition is allowed and the Scheme of Amalgamation annexed with the Petition is hereby sanctioned which shall be binding on the members, creditors and shareholders of the Transferor Company - Application allowed.
Issues:
Company Petition for Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013. Analysis: 1. The Company Petition aimed at obtaining sanction for the Scheme of Amalgamation between the Transferor Company and the Transferee Company. The Transferor Company, a Public Limited Company engaged in various business activities, sought to amalgamate with the Transferee Company, also a Public Limited Company from Amritsar. The Board of Directors of the Transferor Company approved the Scheme, and the process involved compliance with legal provisions. 2. The Tribunal had previously dispensed with the need for meetings of Secured Creditors, Unsecured Creditors, and Equity Shareholders due to consents received. The Petitioner Company fulfilled all necessary requirements, including issuing notices, publication in newspapers, and compliance with Tribunal directions, demonstrating adherence to procedural obligations. 3. The proposed amalgamation was presented as beneficial, aiming to align business operations, achieve economies of scale, reduce costs, enhance efficiency, and optimize resource utilization. The Petitioner Company emphasized that the Scheme was in the best interest of all stakeholders without prejudicing any party. 4. Reports from the Regional Director and the Official Liquidator did not raise significant objections against the Scheme. The Share Valuation Report and the protection of employees' interests were highlighted as part of the process, ensuring transparency and compliance with legal standards. 5. The Income Tax Department raised concerns regarding the Share Swap Ratio and Exit Price, questioning the valuation methods and potential disadvantages to shareholders of the Transferor Company. The Petitioner Company responded, defending the valuation process and shareholder consensus, refuting the Department's objections with supporting arguments. 6. Subsequent submissions and reports indicated that objections were addressed satisfactorily, with the Income Tax Department expressing satisfaction with the findings. The Regional Director confirmed compliance with due processes, shareholder notices, and valuation standards, further supporting the approval of the Scheme. 7. The Tribunal, after thorough review and consideration, found the Scheme fair, reasonable, compliant with statutory requirements, and not contrary to public policy or legal provisions. The approval was granted, binding on members, creditors, and shareholders of the Transferor Company, with dissolution without winding up and necessary filings directed within the specified timeframe. 8. The Order clarified that it did not exempt from stamp duty, taxes, or other charges, emphasizing compliance with legal obligations. Parties were granted liberty to seek directions related to the Scheme's implementation, ensuring transparency and adherence to regulatory frameworks. The final sanction of the Scheme concluded the proceedings, marking the completion of the amalgamation process.
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