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2022 (1) TMI 1074 - Tri - Companies LawSanction of scheme of amalgamation - Sections 230-232 of the Companies Act, 2013 - HELD THAT - On perusal of the Scheme and the proceedings, it appears that the requirements of the provisions of section 230 and 232 are satisfied by the petitioner companies. The proposed Scheme of Amalgamation is bona fide and in the interest of the shareholders and creditors. Petition is allowed - The Scheme envisaging amalgamation of Perlcon Premix Private Limited, the Petitioner Transferor Company with Amol Minechem Limited, the Petitioner Transferee Company is hereby sanctioned.
Issues Involved:
1. Jurisdiction and Filing of Petition 2. Rationale for Amalgamation 3. Scheme of Arrangement and Accounting Treatment 4. Compliance with Statutory Provisions 5. Meetings and Approvals 6. Observations and Representations from Authorities 7. Final Sanction and Orders Detailed Analysis: 1. Jurisdiction and Filing of Petition: The petitioner companies, situated in Gujarat, filed a joint petition under Sections 230-232 of the Companies Act, 2013, for the sanction of a scheme of amalgamation. The jurisdiction lies with the National Company Law Tribunal (NCLT) Ahmedabad Bench. 2. Rationale for Amalgamation: The proposed scheme aims to simplify the group structure, enhance cash management efficiency, achieve cost savings, improve credit profiles, and sharpen competitiveness through greater integration and financial strength. The amalgamation is expected to unlock value and maximize shareholder value. 3. Scheme of Arrangement and Accounting Treatment: The scheme involves the merger of Perlcon Premix Private Limited (Transferor Company) with Amol Minechem Limited (Transferee Company). The entire business of the Transferor Company, including its rights and obligations, will be transferred to the Transferee Company. The accounting treatment specified in Clause-10 of the Scheme conforms with the accounting standards prescribed under Section 133 of the Companies Act, 2013. 4. Compliance with Statutory Provisions: The petitioner companies confirmed that there are no pending proceedings or investigations against them under the relevant sections of the Companies Act, 2013 and 1956. Additionally, there are no winding-up petitions or proceedings pending against the companies. 5. Meetings and Approvals: The Tribunal directed the convening of separate meetings for shareholders and creditors to consider and approve the scheme. The meetings were held on 27th January 2021, and the scheme received unanimous approval from the Equity Shareholders and Unsecured Creditors of the Transferor Company, and the requisite majority from the Transferee Company’s stakeholders. 6. Observations and Representations from Authorities: The Regional Director, Official Liquidator, and Reserve Bank of India provided observations and representations. Key observations included compliance with notices, share exchange ratio, status of the Transferee Company, compliance with FEMA and RBI guidelines, appointed date of the scheme, and status of secured creditors. The petitioner companies responded to these observations, confirming compliance and providing necessary clarifications. 7. Final Sanction and Orders: The Tribunal found that the provisions of sections 230 and 232 were satisfied and sanctioned the scheme of amalgamation. The Transferor Company shall be dissolved without winding up, and all properties, liabilities, and duties will be transferred to the Transferee Company. The Tribunal directed the petitioner companies to comply with various procedural requirements, including filing a certified copy of the order with the Registrar of Companies and paying legal fees to the Regional Director and Official Liquidator. Order Highlights: - The scheme is sanctioned and binding on the petitioner companies, their shareholders, creditors, and all concerned. - The Transferor Company shall be dissolved without winding up. - All properties, rights, liabilities, and duties of the Transferor Company are transferred to the Transferee Company. - The authorized share capital of the Transferor Company shall be consolidated with that of the Transferee Company. - The petitioner companies must comply with procedural requirements, including filing the order with the Registrar of Companies and paying specified legal fees. This comprehensive analysis covers all relevant issues and preserves the significant legal terminology and phrases from the original judgment.
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