2021 (6) TMI 489 - Tri - Companies Law

Approval of scheme of Merger - section 230-232 of Companies Act - HELD THAT - Considering the entire facts and circumstances of the case and on perusal of the Scheme and the documents produced on record it appears that the requirements of the provisions of Sections 230 and 232 of the Companies Act 2013 are satisfied - The Scheme of Merger which is at Annexure F to the instant petition mentioned amendments is hereby sanctioned and it is declared that the same shall be binding on the Petitioner Companies namely Parsec Enterprises Private Limited and Saurashtra Cement Limited and their shareholders and all concerned under the Scheme. The petition is allowed.

Summary

Issues:
1. Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013.
2. Dispensation of meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors.
3. Compliance with Tribunal's directions for notice issuance and representation.
4. Approval of the Scheme by Equity Shareholders and Unsecured Creditors.
5. Petition seeking sanction of the Scheme.
6. Response to representations made by Regional Director, Official Liquidator, and Income Tax Department.
7. Compliance with FEMA and RBI guidelines.
8. Representations by Official Liquidator and responses by the Petitioner Companies.
9. Sanctioning of the Scheme and its binding nature.
10. Compliance with Companies (Compromise, Arrangements, and Amalgamations) Rules, 2016.
11. Quantification of fees for Regional Director and Official Liquidator.

Analysis:

1. The petition filed by two companies sought the sanctioning of a Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013. The Tribunal had previously allowed dispensation of meetings for Equity Shareholders, Secured Creditors, and Unsecured Creditors of the Transferor and Transferee Companies, with directions for specific meetings to be conducted.

2. The compliance with the Tribunal's directions for notice issuance and representation was meticulously followed by the Petitioner Companies. Notices were served to relevant authorities, and meetings were duly convened and held for Equity Shareholders and Unsecured Creditors, resulting in high approval percentages for the Scheme.

3. The petition seeking sanction of the Scheme was admitted by the Tribunal, and the Petitioner Companies diligently complied with the publication of hearing notices and issuance of notices to concerned parties, including the Regional Director, Registrar of Companies, Official Liquidator, and Income Tax Department.

4. Detailed responses were provided by the Petitioner Companies to representations made by the Regional Director, Official Liquidator, and Income Tax Department, addressing various observations and ensuring compliance with legal requirements, including those related to enhanced authorized capital, SEBI circulars, FEMA, and RBI guidelines.

5. The Scheme was ultimately sanctioned by the Tribunal, declaring it binding on the Petitioner Companies and all stakeholders involved. The approval of the Scheme did not preclude competent authorities from taking action in case of law violations, and the Petitioner Companies were directed to comply with specific filing requirements.

6. Fees for the Regional Director and Official Liquidator were quantified, and the filing and issuance of drawn-up orders were dispensed with. The Tribunal's order was to be acted upon by all concerned authorities, concluding the disposal of the Company Petition.