2021 (7) TMI 935 - Tri - Companies Law

Sanction of the Scheme of Amalgamation and Arrangement - Section 232(3) of the Companies Act, 2013 - HELD THAT - It is ordered that even after the sanction of the scheme, the Admobile Private Limited will be liable for all liabilities as per the letter of Income Tax Department relating to Admobile Private Limited, as it is a demerged company and it is not getting dissolved. The scheme is approved with various orders issued - the scheme is approved - application allowed.

Issues Involved:
1. Sanction of the Scheme of Amalgamation and Arrangement.
2. Compliance with statutory requirements and accounting standards.
3. Addressing objections and observations from statutory authorities.
4. Transfer and vesting of assets, properties, rights, and liabilities.
5. Issuance and allotment of shares.
6. Dissolution of the Transferor Company without winding up.

Detailed Analysis:

1. Sanction of the Scheme of Amalgamation and Arrangement:
The application was filed under Section 232(3) of the Companies Act, 2013, seeking the sanction of the Scheme of Amalgamation and Arrangement between Transways (Agents) Limited (Transferee Company), R.J. Awaas Private Limited (Transferor Company), Admobile Private Limited (Demerged Company-1), and Roos Electrical Works Private Limited (Demerged Company-2). The Scheme aimed to amalgamate R.J. Awaas with Transways and demerge the investment businesses of Admobile and Roos into Transways. The Scheme was approved unanimously by the respective Boards on 05/11/2019, and the benefits included consolidation of similar business activities, operational efficiencies, and financial and competitive strengthening of the Transferee Company.

2. Compliance with Statutory Requirements and Accounting Standards:
The Statutory Auditors confirmed the accounting treatment in the Scheme conformed to Section 133 of the Companies Act, 2013. No proceedings were pending under Sections 210 to 227 against the Petitioners. The exchange/entitlement ratio of shares was fixed on a fair and reasonable basis by a registered valuer. Meetings of shareholders and creditors were dispensed with as over 90% in value had given their consent. Notices were served to statutory authorities, and advertisements were published as required.

3. Addressing Objections and Observations from Statutory Authorities:
The Regional Director (RD) and Official Liquidator filed their representations. The RD's observations included compliance with Section 232(3)(i), payment of applicable stamp duty, adherence to Accounting Standard-14, and ensuring the Scheme's approval by the requisite majority. The Petitioners undertook to comply with these requirements, including paying stamp duty post-sanction and ensuring the Scheme's consistency between applications and petitions. The Income Tax Department objected due to outstanding demands against Admobile, which the Petitioners addressed by paying the demands and filing rectification requests.

4. Transfer and Vesting of Assets, Properties, Rights, and Liabilities:
The Tribunal ordered that all assets, properties, rights, and liabilities of the Transferor Company and Demerged Undertakings be transferred to and vested in the Transferee Company/Resulting Company without any further act or deed, pursuant to Section 232(4) of the Companies Act, 2013. This included all charges and duties associated with these assets and liabilities.

5. Issuance and Allotment of Shares:
The Transferee Company/Resulting Company was directed to allot shares to the members of the Transferor Company and Demerged Companies as per the Scheme. This allotment was to be done without further application, ensuring that shareholders received their entitled shares.

6. Dissolution of the Transferor Company without Winding Up:
The Transferor Company, R.J. Awaas Private Limited, was ordered to stand dissolved without winding up. The Petitioners were required to file a certified copy of the order with the Registrar of Companies within 30 days for registration.

Conclusion:
The Tribunal allowed the petition, sanctioning the Scheme of Amalgamation and Arrangement with effect from 01/04/2019. The order included detailed directions on the transfer and vesting of assets and liabilities, issuance of shares, and compliance with statutory requirements. The Transferor Company was dissolved without winding up, and the Petitioners were directed to ensure compliance with all requisite formalities and file necessary documents with the Registrar of Companies.

Final Orders:
The Scheme was sanctioned, and the Transferor Company was dissolved without winding up. The Petitioners were directed to comply with all statutory requirements and file necessary documents with the Registrar of Companies. The petition was disposed of accordingly, with urgent certified copies of the order to be supplied to the parties upon request.

← Previous Next →