2022 (5) TMI 320 - 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 to issuance of various notices also issued. The scheme is approved - application allowed.

Summary

Issues:
1. Sanctioning Scheme of Amalgamation under Companies Act, 2013

Analysis:
The petition was filed under Section 230(6) read with Section 232(3) of the Companies Act, 2013, seeking approval for the Scheme of Amalgamation involving three companies. The Scheme aimed to amalgamate two transferor companies with the transferee company, starting from the Appointed Date of 1st April 2021. The rationale behind the Scheme included consolidating business operations for better management, preventing cost duplication, enhancing operational efficiency, and leveraging combined assets to build a stronger sustainable business. The Board of Directors of all petitioner companies unanimously approved the Scheme, considering the best interests of the shareholders and stakeholders. The statutory auditor confirmed the accounting treatment's conformity with prescribed standards under the Companies Act, 2013. No pending proceedings under relevant sections of the Act were reported against the petitioners.

The Tribunal had previously issued directions regarding meetings of shareholders and creditors, dispensing with the need for such meetings based on specific criteria. The petitioners had complied with all statutory formalities, including serving notices to statutory authorities and publishing advertisements as per the Tribunal's order. The Scheme was deemed bona fide and in the interest of all concerned parties. The Regional Director and Official Liquidator submitted their reports and representations, with the Official Liquidator expressing a favorable view on the conduct of the transferor companies.

The Regional Director raised certain observations regarding the Scheme, including non-filing of specific forms by one of the transferor companies. The petitioners provided detailed responses and undertook to comply with the necessary provisions of the Companies Act, addressing the concerns raised by the Regional Director. After hearing submissions and reviewing all relevant documents, the Tribunal sanctioned the Scheme of Amalgamation. The order included directions related to the transfer of assets, liabilities, employees, dissolution of transferor companies, issuance of shares, and filing of necessary documents with the Registrar of Companies. The petition was disposed of, and the parties were instructed to comply with the specified timelines for further actions.

This detailed analysis covers the key aspects of the judgment, including the background of the petition, rationale for the Scheme of Amalgamation, compliance with statutory requirements, responses to observations raised by authorities, and the final order of the Tribunal sanctioning the Scheme and outlining the necessary steps for implementation.