2022 (4) TMI 659 - Tri - Companies Law

Sanction of scheme of Arrangement involving amalgamation - Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 - HELD THAT - Since all the requisite statutory compliances have been fulfilled, petition is made absolute in terms of the prayer clauses of the said Company Scheme Petition. The Scheme is hereby sanctioned with the Appointed Date of 1st April, 2020. Application allowed.

Issues Involved:
1. Sanction of the Scheme of Arrangement and Amalgamation under Sections 230 to 232 read with Section 66 of the Companies Act, 2013.
2. Compliance with Accounting Standards and other statutory requirements.
3. Approval and compliance with the Scheme by the Petitioner Companies.
4. Observations and requirements from the Regional Director and Official Liquidator.
5. Filing and procedural requirements post-sanction.

Detailed Analysis:

1. Sanction of the Scheme of Arrangement and Amalgamation:
The Tribunal was convened via videoconference, and the Learned Counsel for the Petitioner Companies presented the case. The Scheme involves the amalgamation of Sanspri Foods & Investments Private Limited and Amarkantak Foods Private Limited into Desai Foods Private Limited. The rationale behind the Scheme includes consolidation of resources, simplification of corporate structure, reduction in legal compliances, efficient use of resources, and streamlined promoter shareholding structure. The Board of Directors of the Petitioner Companies approved the Scheme on July 27, 2020, and sought the Tribunal's sanction.

2. Compliance with Accounting Standards and other statutory requirements:
The Regional Director's report emphasized compliance with Accounting Standards AS-14 (IND AS-103) and other applicable standards such as AS-5 (IND AS-8). The appointed date for the Scheme was April 1, 2020, and the effective date would be when the Tribunal's order is filed with the Registrar of Companies. The Petitioner Companies undertook to comply with these requirements and clarified that the Scheme is in accordance with Section 232(6) of the Companies Act, 2013.

3. Approval and compliance with the Scheme by the Petitioner Companies:
The Petitioner Companies confirmed that the Scheme was approved by the requisite majority of members and creditors, and no objections were raised. They also undertook to ensure compliance with Section 232(3)(i) regarding the set-off of fees paid by the transferor companies against the transferee company’s authorized capital fees. The Scheme also accounted for the cancellation of 37,67,326 equity shares of the Transferee Company held by Transferor Company 1, which would result in a reduction of share capital as per Section 66 of the Companies Act, 2013.

4. Observations and requirements from the Regional Director and Official Liquidator:
The Regional Director's report included several observations, such as compliance with accounting entries, appointed and effective dates, and the necessity for the Scheme to be approved by the requisite majority. The Petitioner Companies responded to these observations with clarifications and undertakings, which were accepted by the Tribunal. The Official Liquidator reported that the affairs of the Company were not being conducted prejudicially to its members or public interest.

5. Filing and procedural requirements post-sanction:
The Tribunal directed the Petitioner Companies to file a copy of the Order and the Scheme with the Registrar of Companies electronically within 30 days. The Scheme would become effective upon filing. Additionally, the Petitioner Companies were instructed to lodge a copy of the Order with the Superintendent of Stamps for stamp duty adjudication within 60 days. All concerned regulatory authorities were directed to act on the certified copy of the Order and Scheme.

Conclusion:
The Tribunal sanctioned the Scheme with an appointed date of April 1, 2020, and directed the Petitioner Companies to take all necessary consequential and statutory steps. Any interested person was given the liberty to apply to the Tribunal for necessary directions.

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