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2021 (12) TMI 1157 - Tri - Companies LawApproval of the Scheme of Amalgamation - Section 230 to 232 of Companies Act, 2013 read with the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Upon considering the approval accorded by the members and creditors of the Petitioner companies to the proposed Scheme, and the report filed by the Regional Director, Northern Region, Ministry of Corporate Affairs, report filed by the official liquidator and the report filed by Income Tax Department and also as no objection from any quarter against the Scheme has been received; there appears to be no impediment in sanctioning the present Scheme. The scheme is sanctioned - application allowed.
Issues:
Approval of Scheme of Amalgamation under Sections 230-232 of Companies Act, 2013. Detailed Analysis: 1. Background and Petition Details: The petition is jointly filed by Transferor Companies and Transferee Company for approval of the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013. The Transferor Companies and Transferee Company are listed along with their incorporation details and registered offices. 2. Procedural Compliance: The First Motion petition sought directions for dispensing with meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors, which was granted by the Tribunal in a previous order. Subsequently, the Second Motion petition was filed for issuance of notices to various authorities and publication of the Scheme, as per the directions of the Tribunal. 3. Reports and Compliance: Reports from the Official Liquidator, Regional Director, and Income Tax Department were submitted, indicating no objections to the proposed Scheme. The Income Tax Department, while not objecting to the approval, reserved the right to recover any pending dues. 4. Auditors' Certificates and Affidavits: Statutory auditors' certificates confirmed the accounting treatment in the Scheme complies with Accounting Standards. Affidavits were filed stating no objections were received against the Scheme. 5. Judicial Precedents: Reference was made to judicial precedents emphasizing the limited jurisdiction of the court to ascertain fairness, justness, and reasonableness of the Scheme without interfering with corporate decisions approved by shareholders and creditors. 6. Sanction of Scheme: Considering the approval by members and creditors, reports from regulatory bodies, and absence of objections, the Tribunal granted sanction to the Scheme under Sections 230 to 232 of the Companies Act, 2013, subject to specified conditions. 7. Conditions and Dissolution: The order outlined conditions for compliance, dissolution of Transferor Companies without winding-up, transfer of assets, liabilities, and employees to the Transferee Company, and directions for registration and consolidation of documents with the Registrar of Companies. 8. Final Disposition: The Tribunal ordered the disposal of the petition in accordance with the outlined terms, allowing interested parties to seek necessary directions. The parties were directed to be served with a copy of the order for compliance. This detailed analysis covers the procedural aspects, compliance with statutory requirements, judicial precedents, and the final sanction and conditions imposed by the Tribunal for the Scheme of Amalgamation under the Companies Act, 2013.
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