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2022 (1) TMI 22 - Tri - Companies LawApproval of the Scheme of Amalgamation - Sections 230 to 232 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and the National Company Law Tribunal Rules, 2016 - HELD THAT - The shareholders of the applicant companies are the best Judges of their interest, fully conversant with market trends, and therefore, their decision should not be interfered with by Tribunal for the reason that it is not a part of judicial function to examine entrepreneurial activities and their commercial decisions. It is well settled that the Tribunal evaluating the Scheme, of which sanction is sought under Section 230-232 of the Companies Act of 2013, will not ordinarily interfere with the corporate decisions of companies approved by shareholders and creditors - upon considering the approval accorded by the members and creditors of the Petitioner companies to the proposed Scheme, and the affidavits filed by the Regional Director, Northern Region, Ministry of Corporate Affairs and the report of official liquidator, there appears to be no impediment in sanctioning the present Scheme. Application allowed.
Issues:
Approval of Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013. Detailed Analysis: The application was filed for the approval of the Scheme of Amalgamation of Transferor Companies into the Transferee Company under Sections 230 to 232 of the Companies Act, 2013, along with relevant rules. The Scheme was submitted for consideration, detailing the involved companies and their incorporation details. The Transferor Companies, Splendid Enterprises Private Limited and Refam Management Services Private Limited, along with the Transferee Company, Lifelong Real Estate Private Limited, were incorporated under the Companies Act 1956. The procedural aspects, including dispensation from convening shareholder meetings, were addressed in earlier applications. Publication requirements were fulfilled by the Applicant Companies, including notices to regulatory authorities like the Regional Director, RoC, and Official Liquidator. Reports were submitted by these entities, indicating compliance and no adverse observations regarding the proposed Scheme. The Official Liquidator's report highlighted no objections to the Scheme, affirming no complaints received against it. The Income Tax Department's lack of response was noted, with specific directions for the Transferee Company to clear tax/statutory dues post-sanction of the Scheme. Assurances were given regarding no pending inspections or investigations against the Petitioner Companies. Statutory auditors' certificates confirmed the accounting treatment's compliance with relevant standards. The Tribunal emphasized the shareholders' authority in approving the Scheme, emphasizing minimal interference in corporate decisions approved by stakeholders. The Scheme's interest for all involved parties was reiterated. Ultimately, the Tribunal granted sanction to the Scheme under Sections 230 to 232 of the Companies Act, 2013, with compliance obligations for the Petitioners. The order clarified no exemption from legal obligations post-sanction and outlined the dissolution of Transferor Companies, transfer of assets and liabilities to the Transferee Company, and employee transition provisions. The order directed the Petitioner Companies to register the order with the RoC for dissolution and consolidation purposes, allowing interested parties to seek necessary directions from the Tribunal. The petition was disposed of accordingly, with service of the order to the relevant parties.
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