2021 (7) TMI 934 - Tri - Companies Law

Sanction of the Scheme of Amalgamation - Section 230 to 232 of the Companies Act, 2013 - HELD THAT - The scheme is approved alongwith various directions with regard to sanction of scheme also issued. Application allowed.

Summary

Issues Involved:
1. Sanction of Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.

Detailed Analysis:

Issue 1: Sanction of Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013

The petition was filed for the sanction of the Scheme of Amalgamation between the Transferor Company and the Transferee Company under Sections 230 to 232 of the Companies Act, 2013. The Scheme aimed at combining the businesses of both companies economically and profitably. The benefits included enhancing financial strength, maximizing shareholder value, and improving the competitive position of the combined entity. The compliance with accounting standards was confirmed by the Statutory Auditors of the Transferee Company. The exchange ratio of shares for the Amalgamation was determined fairly and reasonably. The absence of pending proceedings under Sections 210 to 227 of the Companies Act, 2013 against the Petitioners was highlighted.

The Tribunal had previously dispensed with the requirement for shareholder and creditor meetings due to the unanimous approval of the Scheme by the respective Boards and the absence of any secured or unsecured creditors. The petition was admitted and set for final hearing after completing all statutory formalities. The compliance with notices to relevant authorities and publication of advertisements was confirmed. The Tribunal found that all formalities necessary for obtaining sanction of the Scheme had been duly complied with, and the Scheme was made in good faith and in the interest of all concerned.

Upon considering submissions and documents, the Tribunal sanctioned the Scheme of Amalgamation. The orders included the transfer of property, rights, powers, debts, liabilities, and obligations from the Transferor Company to the Transferee Company. The engagement of Transferor Company employees by the Transferee Company was mandated. All pending proceedings involving the Transferor Company were to be continued by the Transferee Company. The issuance and allotment of shares in the Transferee Company to Transferor Company shareholders were directed. The dissolution of the Transferor Company and registration with the Registrar of Companies were outlined. The Petitioners were required to provide legible printouts of the scheme and schedule of assets for verification.

In conclusion, the Tribunal disposed of the connected Company Petitions and ordered the provision of certified copies of the order to the parties upon compliance with formalities.

This detailed analysis covers the various aspects and legal considerations involved in the judgment regarding the sanction of the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.