2022 (4) TMI 657 - Tri - Companies Law

Sanction of Scheme of Amalgamation - Section 230(6) read with Section 232(3) of the Companies Act, 2013 - HELD THAT - Various directions with regard to holding, convening and dispensing with various meetings issued - directions with regard ot issuance of various notices also issued. The scheme is approved - application allowed.

Summary

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

Analysis:
1. The petition was filed under Section 230(6) read with Section 232(3) of the Companies Act, 2013 for the sanction of the Scheme of Amalgamation involving three companies - Transferor Company No. 1, Transferor Company No. 2, and Transferee Company. The Scheme aimed at combining the businesses of the companies for better utilization of resources and increased profitability. The Scheme was approved by the respective Board of Directors and the Statutory Auditors confirmed its accounting treatment's conformity with the prescribed standards.

2. The circumstances justifying the Scheme included the consolidation of the Transferee Company's business, economy of scale, broadening of business activities, and strengthening of the amalgamated company's position. The Scheme aimed at facilitating the establishment of a larger company with enhanced resources, leading to further business development. The exchange ratio of shares was determined based on a fair and reasonable basis by a Registered Valuer's report.

3. The Tribunal had previously issued directions regarding meetings of shareholders and creditors, which were duly complied with. The petition was admitted, and all necessary statutory formalities were fulfilled by the Petitioners. Notices were served on regulatory authorities, and compliance affidavits were filed. The Scheme was deemed bona fide and in the interest of all concerned parties.

4. The representations from the Regional Director and the Official Liquidator were considered. The Official Liquidator's report indicated no complaints against the Scheme and concluded that the Transferor Companies' affairs were not conducted prejudicially. The Regional Director raised certain points in their affidavit, which were addressed by the Petitioners in their rejoinder affidavit, ensuring compliance with the necessary provisions.

5. After hearing submissions and reviewing the records, the Tribunal sanctioned the Scheme of Amalgamation. The order included directions for the transfer of properties, liabilities, continuation of proceedings, issuance of shares, filing of assets schedule, dissolution of Transferor Companies, and registration formalities. The Tribunal disposed of the Company Petition and connected applications, allowing interested parties to seek further directions if needed.

6. The Petitioners were instructed to provide legible printouts of the scheme and asset schedules to the department for verification and appending to the certified copy of the order. The Tribunal emphasized the completion of all requisite formalities for the supply of urgent certified copies to the concerned parties.