2021 (10) TMI 942 - Tri - Companies Law

Approval of the Scheme of Amalgamation - Section 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Various directions regarding holding, convening and dispensation with various meetings issued - directions regarding issuance of various notices also issued. The scheme is approved.

Summary

Issues:
Approval of Scheme of Amalgamation under Companies Act, 2013.

Detailed Analysis:

1. Background and Purpose of Petition:
- The Company Petition (CP/17/CHE/2020) was filed for the approval of the Scheme of Amalgamation between the Transferor Company and the Transferee Company under Sections 230 to 232 of the Companies Act, 2013.
- The rationale behind the Scheme included consolidation of businesses, enhanced cash flows, operational efficiencies, better alignment of operations, and creation of value for stakeholders.

2. Jurisdiction and Previous Applications:
- The Transferee Company's registered office was in Mumbai falling under NCLT Mumbai Bench jurisdiction.
- Previous applications were filed before NCLT Mumbai Bench for directions related to the Scheme.

3. First Motion Application:
- The Transferor Company filed a First Motion Application seeking directions for dispensation of meetings of shareholders and creditors under Sections 230-232 of the Companies Act, 2013.
- Directions were issued by the Tribunal in response to this application.

4. Statutory Authorities' Responses:
- Regional Director and Official Liquidator submitted reports supporting the Scheme without objections.
- No objections were raised by other statutory authorities like the Income Tax Department.

5. Accounting Treatment and Compliance:
- Statutory Auditors certified compliance with Accounting Standards and the Scheme's accounting treatment.
- The Tribunal observed that the Scheme appeared beneficial and not detrimental to shareholders' interests.

6. Tribunal's Decision and Orders:
- The Tribunal sanctioned the Scheme of Arrangement, emphasizing compliance with statutory requirements and absence of objections.
- Clarifications were provided regarding potential legal actions in case of violations post-sanction.
- Orders were issued for the transfer of assets, liabilities, continuation of proceedings, employee transitions, and dissolution of the Transferor Company.

7. Final Directions:
- Various specific orders were given, including the appointed date for the Scheme, no issuance of shares for amalgamation, and the process for dissolution and registration with the Registrar of Companies.
- Interested parties were allowed to seek further directions from the Tribunal if necessary.

Overall, the Tribunal approved the Scheme of Amalgamation, emphasizing compliance, stakeholder benefits, and statutory requirements, while issuing detailed orders for the implementation and transition process.