2022 (11) TMI 758 - Tri - Companies Law

Sanction of Scheme of Amalgamation - seeking directions for dispensing with the meetings of Equity Shareholders, Secured and Unsecured Creditors of the Applicant Companies - HELD THAT - The Scheme contemplated between the petitioner companies, appears to be prima facie in compliance with all the requirements stipulated under the relevant Sections of the Companies Act, 2013. As the observations from the Statutory Authorities have been duly addressed by the Petitioner Companies and since all the requisite statutory compliances have been fulfilled, this Tribunal sanctions the Scheme of Amalgamation attached as Annexure - A1 with the petition. Petition allowed.

Summary

Issues:
Company petition for sanctioning Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013.

Analysis:

1. Compliance with Legal Requirements:
The petition involves a joint second motion company petition seeking sanction for a Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013. The first motion application sought directions for dispensing with meetings of stakeholders, which was disposed of earlier. The main objects, date of incorporation, and rationale of the Scheme were detailed previously. The second motion involved compliance with directions issued by the Tribunal, including publication of hearing notices and responses from statutory authorities.

2. Responses from Statutory Authorities:
Responses from various statutory authorities were crucial in this case. The Registrar of Companies (RoC) and Regional Director (RD) highlighted compliance concerns regarding certain sections of the Companies Act, which were addressed by the petitioner companies. The Income Tax Department reported pending demands for some companies, but the petitioners assured that liabilities would be transferred as per the Scheme. The Official Liquidator made no adverse observations against the petitioner companies.

3. Tribunal's Decision and Order:
After careful consideration and perusal of records, the Tribunal found the Scheme to be prima facie compliant with legal requirements. All observations from statutory authorities were satisfactorily addressed by the petitioners. The Tribunal sanctioned the Scheme of Amalgamation, clarifying that any deficiencies or violations found later would not affect the sanction. The order emphasized that it did not grant exemptions from stamp duty, taxes, or other charges. Specific directions were issued regarding transfer of assets, liabilities, employees, shares, and compliance with statutory requirements.

4. Further Orders and Compliance:
The Tribunal directed the transfer of property, rights, and powers to the Transferee Company, along with liabilities and duties. It specified the Appointed Date for the scheme and outlined procedures for pending proceedings, employee transfers, share allotments, fee adjustments, and filing of revised documents. The petitioners were instructed to deliver a certified copy of the order to the Registrar of Companies for dissolution of Transferor Companies without winding up. Formal orders and compliance with regulatory authorities were also mandated.

5. Conclusion:
The Company Petition was allowed and disposed of accordingly, with detailed instructions for implementing the Scheme of Amalgamation. The Tribunal's order emphasized compliance with legal requirements, transfer of assets and liabilities, and dissolution of Transferor Companies. The comprehensive analysis and responses from statutory authorities played a crucial role in the Tribunal's decision to sanction the Scheme.