2022 (3) TMI 822 - Tri - Companies Law

Approval 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 all Companies to the proposed Scheme and no sustainable objections having been raised by the Office of the Regional Director, Income Tax Department or any other interested party, there does not appear to be any impediment in granting sanction to the Scheme. In sequel to the facts and circumstances, sanction is hereby granted to the Scheme of Amalgamation proposed by the Applicant Companies under Section 230 to 232 of the Companies Act, 2013 - application allowed.

Summary

Issues:
Petition under Sections 230 to 232 of Companies Act, 2013 for approval of Scheme of Amalgamation.

Analysis:
The petition was jointly filed by the Transferor Company and Transferee Company seeking approval of the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013. The details of both companies were provided, including their incorporation dates, registered offices, and CIN numbers. The jurisdiction of the Bench was established as both companies were based in Delhi. The Tribunal had previously dispensed with the requirement of convening meetings of equity shareholders and creditors for both companies. The Appointed date for the proposed Scheme of Amalgamation was set as 01.04.2020.

Subsequent motions were filed for issuance of notices to various authorities and publication of the Scheme. Reports were submitted by the Official Liquidator and the Regional Director, with no objections raised to the proposed Scheme. The Petitioners complied with the directions, serving notices and filing necessary affidavits. The Regional Director noted the absence of an NOC from RBI, which was later submitted by the transferee company. The Income Tax Department raised no objections but emphasized the need to protect tax revenue.

Considering the reports and approvals received, including from the Members and Creditors of all companies involved, and the absence of sustainable objections, the Tribunal granted sanction to the Scheme of Amalgamation. The sanctioned Scheme was deemed binding on the Transferor and Transferee Companies, their shareholders, and creditors, with a requirement to comply with statutory obligations. The Order clarified that any deficiencies or violations found later would not be exempted by the sanction granted.

The Tribunal further directed the dissolution of the Transferor Company without winding up, transfer of benefits, entitlements, contracts, employees, liabilities, and pending proceedings to the Transferee Company. Any interested party could seek necessary directions from the Tribunal. The Petitioner Companies were instructed to deliver a Certified Copy of the Order to the Registrar of Companies for registration within thirty days, leading to the dissolution of the Transferor Company and consolidation of relevant documents. The Company Petition was allowed in the specified terms.