Dispensation of meetings under section 230(9) - consent by affidavit - convening of shareholders' and creditors' meetings - compliance with board resolution conditionsDispensation of meetings under section 230(9) - consent by affidavit - convening of shareholders' and creditors' meetings - compliance with board resolution conditions - Whether the Tribunal can dispense with convening meetings of the equity shareholders and unsecured creditors for the proposed scheme of amalgamation in the absence of written consent affidavits and where the board resolution required obtaining shareholders' and creditors' consents. - HELD THAT: - The Tribunal examined the statutory scheme and recent practice under the Companies Act, 2013 and the Rules. Section 230(9) read with the Rules permits dispensation of creditors' meetings where creditors or a class of creditors holding at least ninety per cent in value file affidavits consenting to the scheme; however neither the Act nor the Rules specifically provide a parallel statutory procedure for dispensing shareholders' meetings absent recorded consents. The Tribunal noted precedents in which dispensation was allowed only where all or a requisite majority of shareholders and creditors had filed written consents/affidavits. In the present case the applicant sought dispensation relying on the fact that the transferor is a wholly owned subsidiary and that no shares would be issued; but there are a large number of shareholders and unsecured creditors and no consent affidavits or descriptive lists identifying consenting members/creditors were filed. Further, the board resolution authorising the amalgamation expressly made the proposal subject to obtaining requisite approvals, consents and no-objections from shareholders and creditors, a condition the company had not complied with. In these circumstances and having regard to the statutory text, judicial practice and the board's own conditional resolution, the Tribunal concluded that the meetings could not be dispensed with and directed that notices be issued and meetings be convened with appointed chairman and scrutiniser, and that statutorily required notices be sent to regulatory and governmental authorities. [Paras 24, 25, 26, 27]Dispensation of meetings of the equity shareholders and creditors is refused for want of written consent affidavits and non-compliance with the board resolution; the parties are directed to convene the meetings and to comply with statutory notice requirements.Final Conclusion: The application for dispensation of meetings of shareholders and creditors in respect of the proposed merger is declined due to absence of consent affidavits, lack of identification of consenting members/creditors and non-compliance with the board resolution; the applicant is directed to convene the required meetings and serve statutory notices to the concerned authorities.

Scheme of Amalgamation - dispensation of meeting of shareholders and creditors - convening and holding of meetings of equity shareholders and unsecured creditors - e-voting requirement for listed company - conduct of meetings through video conferencing or other audio visual means - notice and advertisement requirements for meetings under the Companies (CAA) Rules - service of notice to Central Government/Regional Director/Registrar of Companies/Income Tax authorities/Official Liquidator and period for representations - filing of meeting result in Form No. CAA.4 and related affidavitsDispensation of meeting of shareholders and creditors - Dispensation of meetings of the Transferor Company and the basis for non-holding of meetings of its creditors was allowed. - HELD THAT: - The Tribunal recorded that the Applicant Transferor Company has three equity shareholders and has filed original consent affidavits of all equity shareholders, and that there are no secured or unsecured creditors of the Transferor Company. On that basis the Tribunal dispensed with convening the meeting of the equity shareholders of the Transferor Company and held that holding of meetings of secured and unsecured creditors of the Transferor Company did not arise. The order reflects acceptance of the filed consents and the Chartered Accountant certification of absence of creditors as the basis for dispensation. [Paras 7, 8, 12]Meeting of equity shareholders of the Transferor Company is dispensed with; there are no secured or unsecured creditors of the Transferor Company so no meetings of such creditors are required.Convening and holding of meetings of equity shareholders and unsecured creditors - notice and advertisement requirements for meetings under the Companies (CAA) Rules - Direction to convene meetings of the equity shareholders and unsecured creditors of the Transferee Company on the specified date and the attendant requirements for notice, advertisement, record date and availability of scheme documents. - HELD THAT: - The Tribunal directed that meetings of the equity shareholders and unsecured creditors of the Applicant Transferee Company as per the records on 30th November 2020 be convened and held on 5th February 2021 (equity shareholders at 11:30 A.M. and unsecured creditors at 3:30 P.M.) for considering the proposed Scheme. The Tribunal prescribed publication in specified newspapers at least one month before the meeting, the sending of notices (Form No. CAA.3 along with statement under Rule 6) to each equity shareholder and unsecured creditor at their recorded addresses, and stated that copies of the scheme and the statement required under Section 102 read with Sections 230-232 and Rule 6 shall be made available free of charge at the registered office. The Tribunal also clarified that only shareholders on the record date fixed by the company shall be entitled to vote. [Paras 9, 11, 12, 13]Meetings of equity shareholders and unsecured creditors of the Transferee Company are to be convened on 5th February 2021 with specified notice, advertisement and document availability requirements.Dispensation of meeting of shareholders and creditors - Dispensation of meeting of secured creditors of the Transferee Company as a result of consents filed. - HELD THAT: - The Applicant Transferee Company filed original consent affidavits of two secured creditors representing 93.18% of the outstanding debt. Having perused the application and the consents, the Tribunal dispensed with the meeting of the secured creditors of the Transferee Company. [Paras 10, 12]Meeting of the secured creditors of the Transferee Company is dispensed with in view of the consents filed.E-voting requirement for listed company - conduct of meetings through video conferencing or other audio visual means - Obligations relating to voting and the manner of conducting meetings for the listed Transferee Company including compliance with SEBI and MCA circulars. - HELD THAT: - The Tribunal noted that the Transferee Company is a listed public limited company and is therefore required to provide e-voting facility in accordance with the SEBI circular cited. Further, having regard to the Ministry of Corporate Affairs circulars issued in 2020, the Tribunal directed that the meetings of equity shareholders and unsecured creditors shall be convened and conducted through video conferencing or other audio-visual means or other permissible means, and mandated appointment of agencies as required by law. The Tribunal also recorded that proxies shall not be permitted for meetings held via video conferencing in accordance with the MCA circular, though voting through authorized representatives is permitted. [Paras 12]The Transferee Company must provide e-voting and conduct the meetings via permitted virtual means in compliance with SEBI and MCA circulars; proxy voting is not permitted for virtual meetings.Service of notice to Central Government/Regional Director/Registrar of Companies/Income Tax authorities/Official Liquidator and period for representations - Requirement to send statutory notices to specified authorities and the period within which representations must be made. - HELD THAT: - In compliance with sub-section (5) of Section 230 and Rule 8 of the Companies (CAA) Rules, 2016, the Tribunal directed that the Applicant Companies shall send Form No. CAA.3 along with disclosures under Rule 6 to the Central Government through the Regional Director (North Western Region), the Registrar of Companies Gujarat, the Income Tax authorities concerned and the Official Liquidator. The Tribunal specified that these authorities shall have 30 days from receipt of such notice to make any representation, failing which it shall be deemed they have no objection. [Paras 13]Applicant Companies must serve statutory notices to the listed authorities and representations, if any, must be filed within 30 days of receipt of such notices.Filing of meeting result in Form No. CAA.4 and related affidavits - Obligation of the Chairman/Chairperson to file affidavits reporting compliance and to file the result of the meetings in Form No. CAA.4. - HELD THAT: - The Tribunal ordered that the Chairman/Chairperson shall file an affidavit at least seven days before the meeting reporting compliance with issuance of notices and advertisements as required by Rule 12 of the Companies (CAA) Rules, 2016. The Chairman/Chairperson was further directed to report the result of the meetings in Form No. CAA.4, verified by affidavit, within seven days as required by Rule 14. [Paras 12, 13]The Chairman/Chairperson must file the compliance affidavit before the meeting and file the meeting result in Form No. CAA.4 within seven days thereafter.Final Conclusion: The Company Application under Sections 230-232 (read with the Companies (CAA) Rules, 2016) is allowed: meetings of the Transferor Company's shareholders/creditors are dispensed with as directed; meetings of the Transferee Company's equity shareholders and unsecured creditors are ordered to be convened on 5th February 2021 with specified procedural directions including notice, advertisement, virtual conduct and e-voting compliance; the secured creditors' meeting is dispensed with on account of filed consents; statutory notices to specified authorities and filing of requisite affidavits and Form No. CAA.4 are directed.

Scheme of Arrangement - sanction under Sections 230 to 232 - Appointed Date tied to Effective Date - demerger and vesting of undertaking - transfer of liabilities and continuity of proceedings - tax implications subject to tax authorities - FEMA / RBI compliance - related party transactions compliance - filing and registration with Registrar of Companies - sanction not to be construed as waiver of statutory liabilitiesScheme of Arrangement - sanction under Sections 230 to 232 - Appointed Date tied to Effective Date - fair and reasonable - The Scheme of Arrangement as presented by the petitioner companies is sanctioned and the Appointed Date is fixed as the Effective Date. - HELD THAT: - The Tribunal examined the material on record, including statutory filings, statutory auditor certificates and replies to observations of the ROC and Regional Director. The Tribunal found the Scheme to be fair and reasonable and not detrimental to members or creditors, noted that the requisite procedures under sub-sections (1) and (2) of Section 232 had been complied with, and recorded that commercial expediency is a recognised basis for sanctioning a scheme so long as statutory requirements are met. The Tribunal also observed that sanctioning the Scheme does not operate as a bar to future statutory action for any pre- or post-scheme violations. [Paras 13, 14, 15]Scheme sanctioned; Appointed Date shall be the Effective Date (date on which the order is presented before the ROC, Karnataka).Demerger and vesting of undertaking - transfer of liabilities and continuity of proceedings - The Services Undertaking of the Demerged Company shall be transferred to and shall vest in the Transferee Company on the Scheme becoming effective, and all liabilities and pending proceedings relating to that undertaking shall stand transferred to the Transferee Company. - HELD THAT: - Pursuant to the sanction under Section 232, the Scheme provides for the transfer, without further act or deed, of the Services Undertaking, together with all related assets, contracts, liabilities, taxes, levies and charges, to the Transferee Company on the Effective Date. The Tribunal ordered that all proceedings by or against the Services Undertaking shall be continued by or against the Transferee Company.Services Undertaking and all liabilities and proceedings relating thereto are transferred to and vest in the Transferee Company upon effectiveness of the Scheme.Tax implications subject to tax authorities - sanction not to be construed as waiver of statutory liabilities - Tax consequences arising from the Scheme are not determined by the sanction and remain subject to the final decision of the concerned tax authorities; sanction does not grant exemption from payment of taxes or other statutory dues. - HELD THAT: - The Tribunal explicitly recorded that sanctioning the Scheme shall not be construed as granting exemption from stamp duty, taxes or other charges and that tax implications under the Income Tax Act, 1961 (to the extent they relate to the Services Undertaking) are subject to the final decision of the appropriate tax authorities. The Tribunal reiterated that sanctioning a scheme does not imply waiver of liabilities or bar statutory authorities from initiating actions for any violations. [Paras 15]Tax implications left open to determination by the competent tax authorities; sanction does not waive or relieve statutory liabilities.FEMA / RBI compliance - related party transactions compliance - filing and registration with Registrar of Companies - Petitioner companies are directed to comply with applicable FEMA/RBI regulations, show compliance with related party transaction requirements, complete statutory filings and deliver certified copies of the sanction order and Scheme to the Registrar of Companies within stipulated timelines. - HELD THAT: - In light of observations made by ROC and Regional Director, and the replies filed by the petitioners, the Tribunal imposed compliance directions: ensure applicable FEMA/RBI approvals and compliance; produce evidence to the Regional Director within 30 days to demonstrate that related party transactions were at arm's length and that requisite approvals (where required) were obtained; file all due statutory returns; and file a certified copy of the sanction order and Scheme with the ROC for registration. The Tribunal also noted specific steps already taken (such as filing adjudication for compounding defaults under Section 203) but required continuance of compliance until regularisation.Petitioner companies to ensure and evidence compliance with FEMA/RBI, Section 188 and other applicable provisions, file statutory returns, and submit certified copy of the Order and Scheme to the ROC within the timelines directed.Final Conclusion: The Tribunal sanctioned the Scheme of Arrangement between the petitioner companies, fixed the Appointed Date as the Effective Date, directed transfer and vesting of the Services Undertaking and attendant liabilities to the Transferee Company, left tax consequences to the concerned tax authorities, and imposed specified compliance and filing obligations on the petitioner companies while preserving the rights of statutory authorities to take action for any violations.

Scheme of Amalgamation - Dispensation of meeting requirement under Sections 230-232 of the Companies Act, 2013 - Convening of meetings of shareholders and creditors - Service and publication of notices under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - Quorum and voting arrangements - Appointment of Chairperson and Scrutinizer - Filing of results in Form CAA 4 and compliance with Rule 14 - Notice to regulatory authorities under Section 230(5) and Rule 8 - Proxy dispensation pursuant to Ministry of Corporate Affairs circularDispensation of meeting requirement under Sections 230-232 of the Companies Act, 2013 - Convening of meetings of shareholders and creditors - Application for dispensation of convening meetings of shareholders and creditors was not granted and meetings were directed to be convened. - HELD THAT: - Although the applicants filed affidavits of consent by shareholders and many creditors and sought dispensation of the meetings, the counsel for the applicants subsequently agreed to convene the meetings. The Tribunal therefore did not grant dispensation and instead directed that meetings of the shareholders and appropriate classes of creditors of the three applicant companies be held on the dates and times specified, either at the registered office or through video conferencing. The Tribunal also observed there were no secured creditors in Transferor Companies Nos. 1 and 2, obviating the need for meetings of secured creditors for those entities. [Paras 11, 12, 13, 14, 15]Meetings of shareholders and the relevant classes of creditors shall be convened on the specified dates and times; dispensation of meetings is not allowed.Service and publication of notices under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - Notice to regulatory authorities under Section 230(5) and Rule 8 - Filing of results in Form CAA 4 and compliance with Rule 14 - Procedural directions for issuing advertisement and notices, availability of scheme and explanatory statement, and service of statutory notices to authorities were issued and must be complied with. - HELD THAT: - The Tribunal directed publication of an advertisement in specified newspapers in Form CAA 2 at least one month before the meetings and directed dispatch of notices in Form CAA 2 with the Scheme, explanatory statement and proxy form to all shareholders and creditors as per the applicable rules. The Tribunal further ordered that notices in Form CAA 3 with the disclosures under Rule 6 be sent forthwith to the Central Government through the Regional Director (Northwestern Region), the Registrar of Companies, the Income tax Authorities concerned and the Official Liquidator, allowing those authorities 30 days to make representations. The Chairperson was directed to file an affidavit, seven days before the meetings, verifying compliance with issuance of notices and advertisements, and to file the meeting results in Form CAA 4 within seven working days of conclusion of the meetings. [Paras 16, 17, 27, 28, 29]Advertisement and notices in the prescribed Forms shall be published and sent as directed; statutory authorities shall be notified and given 30 days to represent; Chairperson to file compliance affidavit and report results in Form CAA 4.Quorum and voting arrangements - Appointment of Chairperson and Scrutinizer - Proxy dispensation pursuant to Ministry of Corporate Affairs circular - The Tribunal fixed the Chairperson and Scrutinizer, prescribed quorum rules, and applied the MCA circular dispensing with proxy voting for the meetings. - HELD THAT: - The Tribunal appointed a named director as Chairperson for the meetings and a Chartered Accountant as Scrutinizer. It fixed specific quorum requirements for shareholders and unsecured/secured creditors of the respective companies, provided that authorised representatives shall count for quorum, and directed that if quorum is not present the meeting stand adjourned for half an hour and those present thereafter shall form quorum. The Tribunal noted the Ministry of Corporate Affairs circular that dispenses with voting by proxy and directed that proxy voting shall not be conducted or counted in these meetings. The Chairperson was empowered to conduct the meetings, decide procedural questions, and ascertain voting by ballot/polling at the venue. [Paras 22, 23, 24, 25, 26]Chairperson and Scrutinizer appointed; quorum and adjournment rules fixed; proxy voting dispensed with; Chairperson empowered to conduct and decide procedural matters and tabulate votes.Final Conclusion: The application under Sections 230-232 for amalgamation proceeded subject to the Tribunal's directions: meetings of shareholders and the relevant classes of creditors are to be convened with prescribed notices, advertisements, quorum and voting arrangements; statutory authorities are to be notified and given 30 days to represent; the Chairperson must file compliance affidavit and report meeting results in Form CAA 4. CA(CAA) No. 37 of 2020 is allowed and disposed of in terms of these directions.

Sanction of scheme of amalgamation - Appointed Date - Transfer and vesting of assets and liabilities on amalgamation - Statutory compliance under Sections 230 to 232 of the Companies Act, 2013 - Obligation to comply with stamp duty, taxes and other statutory charges notwithstanding sanction - Tax consequences subject to decision of tax authorities - Compliance with FEMA/RBI regulations - Liability under Section 135 (CSR) transferable on amalgamation - Filing and registration with Registrar of CompaniesSanction of scheme of amalgamation - Appointed Date - Statutory compliance under Sections 230 to 232 of the Companies Act, 2013 - Scheme of Amalgamation between the Transferor and Transferee Companies was sanctioned and the Appointed Date fixed. - HELD THAT: - The Tribunal examined the petitions, Board resolutions approving the Scheme, statutory auditor's certificate as to accounting treatment, reports/observations filed by the Registrar of Companies and Regional Director, replies by the petitioners and the Official Liquidator's report. On considering compliance with the procedural requirements of sub sections (1) and (2) of section 232 and the material placed on record, the Tribunal found the Scheme to be fair and reasonable and not detrimental to members, creditors or public policy. The Tribunal therefore sanctioned the Scheme and fixed the Appointed Date as 01st April, 2019. [Paras 14]Scheme of Amalgamation sanctioned; Appointed Date fixed as 01st April, 2019.Transfer and vesting of assets and liabilities on amalgamation - Assets, liabilities, proceedings and duties of the Transferor Company shall stand transferred to and vest in the Transferee Company subject to existing charges. - HELD THAT: - Pursuant to the sanction under section 232, the Tribunal ordered that the Transferor Company be transferred and vested in the Transferee Company without further act or deed. All liabilities, taxes, levies and charges of the Transferor Company are to be transferred and become those of the Transferee Company. Pending proceedings by or against the Transferor Company shall be continued by or against the Transferee Company. [Paras 14]Transferor's assets, liabilities and pending proceedings transferred to and vest in the Transferee Company.Tax consequences subject to decision of tax authorities - Any tax implications arising from the Scheme are left open and subject to final decision of the concerned tax authorities. - HELD THAT: - While sanctioning the Scheme, the Tribunal expressly clarified that the tax implications, including under the Income tax Act, 1961, arising out of the Scheme are subject to the final decision of the concerned tax authorities and that such decisions shall be binding on the Transferee Company. The sanction therefore does not preempt or override the powers of tax authorities to determine tax liabilities. [Paras 14]Tax consequences not decided by the Tribunal and remain subject to determination by tax authorities.Obligation to comply with stamp duty, taxes and other statutory charges notwithstanding sanction - Filing and registration with Registrar of Companies - Sanction does not exempt payment of stamp duty, taxes or other statutory charges; petitioners must file certified copy of the order and Scheme with ROC for registration. - HELD THAT: - The Tribunal recorded that sanctioning the Scheme shall not be construed as granting exemption from payment of stamp duty, taxes or other charges and that payment and any permissions required under other laws are to be dealt with by the respective authorities in accordance with law. The petitioners were directed to file a certified copy of the Order along with the Scheme with the Registrar of Companies for registration within thirty days. [Paras 14]Sanction subject to payment of applicable duties/ taxes; petitioners to file certified order and Scheme with ROC for registration.Compliance with FEMA/RBI regulations - Section 232(3)(i) compliance regarding fees on increased authorised capital - Petitioner Companies must ensure compliance with FEMA/RBI and pay any differential fees on increase of authorised capital as required. - HELD THAT: - The Tribunal noted ROC and RBI observations and accepted the petitioners' undertakings that they will comply with applicable FEMA/RBI regulations and that the Transferee Company will comply with section 232(3)(i) by paying the differential fee after adjusting fees already paid by the Transferor Company. The Tribunal directed the petitioners to ensure requisite compliance under FEMA/RBI and other applicable regulations. [Paras 14]Petitioners directed to comply with FEMA/RBI and pay any differential fees on increased authorised capital in accordance with law.Liability under Section 135 (CSR) transferable on amalgamation - Liability, if any, arising from non compliance with section 135 of the Companies Act, 2013 shall stand transferred to and be the liability of the Transferee Company. - HELD THAT: - Having considered Regional Director's observations and the petitioners' averments on CSR compliance, the Tribunal recorded that any liability arising from non compliance with section 135 would transfer to the Transferee Company post amalgamation and be its responsibility to discharge. [Paras 14]Any section 135 (CSR) liability transferred to the Transferee Company.Registrar of Companies and other authorities' power to take action - The sanction order does not preclude Registrar of Companies or other authorities from taking appropriate action for any violations or offences. - HELD THAT: - The Tribunal expressly limited its order to sanctioning the Scheme and clarified that the ROC or any other authority remain free to initiate or continue appropriate actions in accordance with law for any violations or offences committed prior to or during the approval of the Scheme. [Paras 14]Sanction without prejudice to ROC or other authorities taking action for any violations.Directions for handing over books and compliance reporting - Transferor Company must hand over books of accounts and documents after completion of amalgamation; petitioners to submit periodic compliance affidavits and certificates. - HELD THAT: - In furtherance of the Scheme, the Tribunal directed that upon completion of amalgamation the Transferor Company or its authorised signatories shall hand over possession of books of accounts and relevant documents to the Transferee Company for purposes of section 239. The petitioners were also directed to ensure filing of statutory returns immediately if any were pending and to submit quarterly/annual affidavits signed by a director with CA/ICWA/CS certificates until compliance is ensured. [Paras 14]Transferor to hand over books; petitioners to file returns and submit periodic compliance affidavits with professional certification.Consequences for contravention of section 232 - Contravention of any provision of section 232 will attract penalty as provided in the Act. - HELD THAT: - The Tribunal recorded that any company party to the Scheme contravening provisions of section 232 shall be liable to punishment with fine as contemplated by section 232(8) of the Companies Act, 2013, thereby warning parties of penal consequences for non compliance. [Paras 14]Contravention of section 232 attracts penalties under section 232(8).Final Conclusion: The Tribunal sanctioned the Scheme of Amalgamation between M/s. Bloom Energy International (India) Pvt. Ltd. and M/s. Bloom Energy (India) Pvt. Ltd., with Appointed Date 01.04.2019, while directing statutory compliances (including ROC filing, FEMA/RBI, payment of applicable fees, CSR liabilities and tax matters to be dealt with by concerned authorities), transfer of assets/liabilities and books, and reserving to statutory authorities their rights to take further action as per law.

Scheme of Arrangement - Demerger - Appointed Date - Vesting of assets and liabilities - Transfer of employees as going concern - Compliance with sections 230 to 232 of the Companies Act, 2013 - Liability for non-compliance with section 135 (CSR) - Related party transactions compliance under section 188 - Competition Commission of India notice and threshold exemption - CIN rectification and Registrar of Companies' records - Tax implications subject to decision of tax authoritiesScheme of Arrangement - Compliance with sections 230 to 232 of the Companies Act, 2013 - Appointed Date - Sanction of the Scheme of Arrangement and fixation of Appointed Date. - HELD THAT: - The Tribunal considered the petition, the reports of the Regional Director and Registrar of Companies, statutory compliance steps taken (meetings, notices, publications) and the material placed on record. The Regional Director concluded that the Scheme is fair, reasonable and not contrary to public policy. The Tribunal was satisfied that the procedure required under sub-sections (1) and (2) of section 232 has been complied with and that the Scheme, as approved by the Boards of the Transferor and Resulting Companies, can be sanctioned. The Tribunal fixed the Appointed Date as 1st April, 2019 and sanctioned the Scheme subject to specified directions and conditions recorded in the order.The Scheme of Arrangement is sanctioned and the Appointed Date is 01st April, 2019.Vesting of assets and liabilities - Demerger - Effect of the demerger on assets, liabilities and pending proceedings of the Apparel Division. - HELD THAT: - The Tribunal ordered that, with effect from the Appointed Date, all assets relating to the Apparel Division of the Transferor Company shall, without further act or deed, stand transferred to and vest in the Resulting Company as a going concern. All debts, secured and unsecured liabilities, obligations, taxes and duties relating to the Apparel Division are likewise transferred and shall become the liabilities and duties of the Resulting Company. The Tribunal further directed that any legal proceedings by or against the Transferor Company relating to the Apparel Division shall be continued by or against the Resulting Company.Assets, liabilities and pending proceedings relating to the Apparel Division are transferred to and shall vest in the Resulting Company.Transfer of employees as going concern - Status of employees of the Apparel Division following the demerger. - HELD THAT: - The Scheme provides and the Tribunal sanctioned that all employees working for the Apparel Division of the Transferor Company shall become employees of the Resulting Company without any break or interruption in service and on terms of service not less favourable than those enjoyed by them. The Tribunal endorsed this transfer of employment pursuant to the Scheme.Employees of the Apparel Division shall become employees of the Resulting Company on continuation of service on not less favourable terms.Liability for non-compliance with section 135 (CSR) - Related party transactions compliance under section 188 - Treatment of CSR and related party compliance and transfer of liabilities arising from non-compliance. - HELD THAT: - The Registrar of Companies and the Regional Director raised queries regarding CSR shortfall and compliance with section 188 for related party transactions. The Petitioners filed affidavits undertaking that requisite disclosures and approvals have been placed on record and that CSR obligations have been met. The Tribunal directed that any liability arising from non-compliance with section 135 shall stand transferred to and become the liability of the Resulting Company. Further, the Petitioner Companies were directed to ensure compliance with applicable provisions of the Companies Act and to file statutory returns and periodic affidavits certifying such compliance.Liabilities arising from non-compliance with CSR (section 135) are transferred to the Resulting Company; Petitioners must ensure and certify compliance with section 188 and other applicable provisions.Competition Commission of India notice and threshold exemption - Requirement of filing a notice with the Competition Commission of India (CCI) for the proposed combination. - HELD THAT: - The CCI informed that a notice is mandatorily required where thresholds are met, but exemptions exist. The Petitioners served notice on CCI and certified that, on their assessment, the value and turnover of the demerged undertaking fall below the thresholds requiring mandatory CCI approval under the cited notification. No objection was received from CCI in the proceedings before the Tribunal. On the material before it, the Tribunal accepted the Petitioners' submission regarding threshold exemption and proceeded to sanction the Scheme subject to the usual reservation that statutory permissions and compliances remain the responsibility of the Companies and relevant authorities.No prior CCI approval was treated as required on the material presented; the Scheme is sanctioned subject to any obligations under competition law as may be applicable.CIN rectification and Registrar of Companies' records - Registrar of Companies' records - Correction of mismatch in Company Identification Number (CIN) in Registrar records. - HELD THAT: - A discrepancy in the CIN of the Resulting Company in Registrar records was noted and satisfactorily explained as arising from historical office shifts and recording of the year. The Tribunal recorded that the matter has been rectified in MCA records and directed the Registrar of Companies, Karnataka, to rectify the CIN if not already done and, if required, to issue a fresh Certificate of Incorporation so that the correct CIN is reflected in all records.Registrar of Companies, Karnataka, to ensure rectification of CIN and, if necessary, issue a fresh Certificate of Incorporation.Tax implications subject to decision of tax authorities - Adjudication of tax consequences arising from the Scheme. - HELD THAT: - The Tribunal expressly recorded that tax implications arising out of the Scheme, in particular issues concerning the Income Tax Authorities, remain subject to final decision by the concerned tax authorities. The Tribunal did not adjudicate the tax consequences on merits but made it clear that any determination by the tax authorities shall be binding on the Resulting Company.Tax implications are not finally adjudicated by the Tribunal and are left to the concerned Income Tax Authorities for final decision.Final Conclusion: The Tribunal sanctioned the Scheme of Arrangement for demerger of the Apparel Division from the Transferor to the Resulting Company with Appointed Date of 01.04.2019, directing vesting of assets and liabilities, transfer of employees, compliance with CSR and related-party requirements, rectification of CIN by the ROC, and leaving tax consequences to the final decision of the tax authorities; Petitioners were directed to complete statutory filings and certify compliance.

Composite Scheme of Merger and Amalgamation - dispensation of meetings - convening meetings of shareholders and creditors - quorum and voting by proxy - appointment of Chairperson and Scrutinizer - notice and advertisement requirements - compliance with sub section (5) of Section 230 and Rule 8 of the Companies (CAA) Rules, 2016 - filing of report of meetings in Form CAA 4 and affidavit of complianceDispensation of meetings - Composite Scheme of Merger and Amalgamation - Requirement to convene meeting of secured creditors of the Transferor Companies No. 1 and 2 dispensed with. - HELD THAT: - The Tribunal examined the applicants' statement and the certificate of the Chartered Accountant asserting that Transferor Company Nos. 1 and 2 have no secured creditors. On that basis the Tribunal directed that there is no need to convene meetings of secured creditors for those two transferor companies and dispensed with the requirement accordingly. [Paras 14]Meeting of secured creditors of Transferor Company Nos. 1 and 2 dispensed with.Convening meetings of shareholders and creditors - Composite Scheme of Merger and Amalgamation - Meetings of shareholders and unsecured creditors of all three applicant companies, and meeting of the secured creditor of the Transferee Company, to be convened under Tribunal supervision on specified dates. - HELD THAT: - Having considered the joint application under the Companies Act seeking sanction of the scheme, the Tribunal ordered that meetings be convened for the shareholders and unsecured creditors of Applicant Nos. 1, 2 and 3 and, where required, the secured creditor of the Transferee Company, to consider and, if thought fit, approve the proposed scheme with or without modifications. Specific dates, times and venues (including video conferencing option) were fixed for these meetings to enable consideration of the Composite Scheme of Merger and Amalgamation. [Paras 15, 16, 17]Meetings of shareholders and unsecured creditors of all applicants and of the secured creditor of the Transferee Company to be convened as directed.Notice and advertisement requirements - compliance with sub section (5) of Section 230 and Rule 8 of the Companies (CAA) Rules, 2016 - Directions on advertisement, dispatch of notices, explanatory statements and availability of scheme to concerned persons. - HELD THAT: - The Tribunal directed publication of an advertisement in specified newspapers at least one month before the meetings indicating particulars and availability of the Scheme and explanatory statement, and directed that notices in Form No. CAA 2 along with the Scheme, the statement required under Sections 230/232 read with Section 102 and Rule 6, and proxy form be sent to shareholders and creditors by registered post/courier/e mail/hand delivery in accordance with the Companies (CAA) Rules, 2016. The Tribunal also directed that notices required under sub section (5) of Section 230 and Rule 8 be sent forthwith to the Regional Director, Registrar of Companies, Income tax authorities and the Official Liquidator, allowing them 30 days to make representations. [Paras 18, 19, 31]Advertisement and dispatch of notices to concerned persons and statutory authorities to be carried out in the manner and within the time prescribed.Quorum and voting by proxy - appointment of Chairperson and Scrutinizer - filing of report of meetings in Form CAA 4 and affidavit of compliance - Rules for quorum, proxies, appointment of Chairperson and Scrutinizer, and requirements for filing compliance and meeting result reports were prescribed. - HELD THAT: - The Tribunal fixed the quorum for shareholders and unsecured creditors' meetings at 25% of total value and allowed valid proxies and authorised representatives to be counted for quorum and voting; where quorum was lacking, meetings were to be adjourned for half an hour and then those present deemed quorum. For the Transferee Company's secured creditor meeting the quorum was fixed at one. The Tribunal appointed a Chairperson and a Scrutinizer for the meetings, empowered the Chairperson to conduct meetings and decide procedural questions, and directed filing an affidavit at least seven days before the meetings reporting compliance with issuance of notices and advertisements, as well as filing the meeting result in Form CAA 4 within seven working days of conclusion, duly verified by affidavit. [Paras 26, 27, 28, 29, 30]Quorum, voting by proxy, appointments, and filing requirements prescribed and to be complied with as directed.Composite Scheme of Merger and Amalgamation - dispensation of meetings - The joint application seeking directions to convene meetings and related reliefs was allowed and disposed of with the specified directions. - HELD THAT: - After recording the factual and procedural averments, the Tribunal granted the reliefs sought to the extent of directing convening of meetings, dispensing with meetings where unnecessary, prescribing procedural steps for notice, advertisement, quorum, appointment of functionaries and filing of compliance and results. The application was allowed and disposed of subject to those directions. [Paras 32]CA(CAA) No. 45 of 2020 allowed and disposed of with directions as recorded.Final Conclusion: The Tribunal granted the joint application under the Companies Act by directing convenance of shareholders' and creditors' meetings (and dispensing with meetings of secured creditors of the two transferor companies where none exist), prescribed notice, advertisement, quorum, proxy and procedural requirements, appointed the Chairperson and Scrutinizer, required statutory notices to authorities and filing of compliance and meeting results, and allowed CA(CAA) No. 45 of 2020 accordingly.

Sanction of scheme of amalgamation under Sections 230-232 of the Companies Act, 2013 - vesting of assets and liabilities by operation of law on amalgamation - appointed date for scheme - transfer of employees on amalgamation - statutory compliances relating to filing of amended MOA/AOA and payment of differential fee for enhanced authorised capital - competition law exemption for intra-group merger and Ministry of Corporate Affairs notification-based threshold - certification of accounting standards compliance for scheme - preservation of statutory remedies and liability notwithstanding sanctionSanction of scheme of amalgamation under Sections 230-232 of the Companies Act, 2013 - Sanction of the Composite Scheme of Arrangement between the Transferor and Transferee companies. - HELD THAT: - Having considered the petition, the statutory compliances (including publication and service of notices), the report of the Regional Director, the certificate of independent statutory auditors certifying conformity with accounting standards, absence of objections from other statutory authorities, and the submissions of the parties, the Tribunal found no impediment to sanctioning the Composite Scheme of Arrangement annexed to the petition and accordingly sanctioned the Scheme. The sanction is subject to compliance with applicable law and does not operate as an exemption from any statutory obligation that may be found to be due. [Paras 5, 7, 11, 12, 15]The Composite Scheme of Arrangement is sanctioned.Statutory compliances relating to filing of amended MOA/AOA and payment of differential fee for enhanced authorised capital - Requirement that the Transferee Company file revised constitutional documents and make requisite payment of differential fee for enhancement of authorised capital after setting off fees paid by the Transferor Company. - HELD THAT: - The Regional Director observed that the Scheme's clause stating no fee or stamp duty would be payable for increase in authorised capital was incorrect. The Tribunal accepted the RD's observation and, noting the Transferee Company's undertaking to comply with statutory requirements, directed that the Transferee Company shall file the revised Memorandum and Articles of Association with the ROC, Chennai and make the requisite payment of the differential fee (if any) for enhancement of authorised capital after setting off fees paid by the Transferor Company. [Paras 7, 9, 17]Transferee Company to file amended MOA/AOA and pay differential fee (if any) for enhanced authorised capital after setting off fees paid by Transferor Company.Competition law exemption for intra-group merger and Ministry of Corporate Affairs notification-based threshold - No requirement to obtain Competition Commission of India approval for the proposed merger on the stated facts. - HELD THAT: - The Transferee Company filed an affidavit stating majority common shareholding in the holding company and that the transaction would not cause appreciable adverse effect on competition. Reliance was placed on the Ministry of Corporate Affairs notification exempting certain mergers from being treated as combinations where asset/turnover thresholds are not exceeded; the Transferor's turnover was stated to be nil and asset book value below the notified threshold. No objection was received from the Competition Commission or other statutory authorities; the Tribunal proceeded on that basis. [Paras 11]Prior approval of the Competition Commission of India was not required for the proposed merger on the facts asserted and no objection was recorded.Vesting of assets and liabilities by operation of law on amalgamation - transfer of employees on amalgamation - appointed date for scheme - Legal incidents of the sanctioned scheme: vesting of assets and liabilities, continuation of proceedings, appointed date and transfer of employees. - HELD THAT: - Pursuant to the sanction of the Scheme and under Section 232(3) of the Companies Act, 2013, the Tribunal ordered that all properties, rights, interests, liabilities, powers, engagements, obligations and duties of the Transferor Company shall without further act or deed stand transferred to and vest in the Transferee Company; all pending proceedings by or against the Transferor shall be continued by or against the Transferee Company; the appointed date is 1st April 2018; and employees of the Transferor in service immediately prior to the effective date shall become employees of the Transferee without any break. [Paras 15]Assets, liabilities and proceedings stand vested in the Transferee Company with appointed date 1 April 2018 and employees to be absorbed without break.Certification of accounting standards compliance for scheme - preservation of statutory remedies and liability notwithstanding sanction - Certification by independent statutory auditors as compliance with accounting standards and preservation of rights of authorities to take action despite sanction. - HELD THAT: - The Tribunal recorded that both companies filed certificates from their independent statutory auditors certifying conformity with the Accounting Standards specified under Section 133 of the Act, satisfying the proviso to Section 230(7)/Section 232(3). The Tribunal also expressly clarified that the sanction does not preclude action in accordance with law if any deficiency or violation of any enactment, rule or regulation is subsequently found, and that this order should not be construed as granting exemption from payment of stamp duty, taxes or other charges. [Paras 12, 16, 17]Accounting standards compliance certified; sanction without prejudice to statutory remedies and without exemption from taxes or duties.Final Conclusion: The Tribunal approved and sanctioned the Composite Scheme of Arrangement between Pennzoil - Quaker State India Limited (Transferor) and Shell India Markets Private Limited (Transferee) subject to the conditions and directions recorded, including compliance with filing and fee requirements for enhanced authorised capital, absorption of employees, vesting of assets and liabilities with effect from the appointed date, and preservation of statutory rights of authorities.

Scheme of amalgamation - Sanction under sections 230 to 232 of the Companies Act, 2013 - Appointed date - Transfer and vesting of assets and liabilities - Continuation of pending proceedings against transferee - Tax implications subject to tax authorities - Compliance with FEMA/RBI regulations - Registrar of Companies' registration and fee compliance - Transfer of liability under section 135 - Statutory filing and post-sanction compliance obligationsScheme of amalgamation - Sanction under sections 230 to 232 of the Companies Act, 2013 - Appointed date - Sanction of the scheme of amalgamation between the transferor companies and the transferee company and fixation of the appointed date. - HELD THAT: - Having considered the company petition, statutory reports of the Regional Director and Registrar of Companies, the affidavits filed by the petitioners and objections/comments of the Official Liquidator and Income-tax Department, the Tribunal found that the procedure prescribed in sub-sections (1) and (2) of section 232 has been complied with. The Regional Director observed the scheme to be fair and not contrary to public policy. On that basis the Tribunal sanctioned the scheme and fixed the appointed date as April 1, 2019. [Paras 15]The scheme of amalgamation is sanctioned and the appointed date shall be April 1, 2019.Transfer and vesting of assets and liabilities - Continuation of pending proceedings against transferee - Effect of sanction on assets, liabilities and pending proceedings of the transferor companies. - HELD THAT: - Pursuant to the sanction under section 232, the Tribunal ordered that all assets, rights, liabilities, taxes, levies, charges and duties of the petitioner/transferor companies shall, without further act or deed, stand transferred to and vest in the transferee company, subject to existing charges. It further directed that all proceedings pending by or against the transferor companies shall be continued by or against the transferee company.Assets, liabilities and pending proceedings of the transferor companies stand transferred to the transferee company pursuant to the sanctioned scheme.Tax implications subject to tax authorities - Compliance with FEMA/RBI regulations - Registrar of Companies' registration and fee compliance - Incidence of taxes, regulatory approvals and compliance obligations following sanction. - HELD THAT: - The Tribunal clarified that sanctioning the scheme does not grant any exemption from stamp duty, taxes or other charges and that tax implications, particularly under the Income-tax Act, are subject to final decision by the concerned tax authorities and shall be binding on the transferee. The petitioners were directed to ensure compliance with applicable FEMA/RBI guidelines and to undertake payment of any additional registration fee under section 232(3)(i) after adjusting fees already paid by transferor companies. The Tribunal noted Registrar and RD observations (including pending income-tax demands and the need for FEMA/CCI considerations) and required undertakings/compliances from the petitioners but did not adjudicate the substantive tax or regulatory claims.Tax and regulatory consequences remain subject to respective authorities; petitioners must comply with FEMA/RBI requirements and Registrar-related fee formalities.Official Liquidator scrutiny - Matters noted but not determinative of sanction - Treatment of Official Liquidator's scrutiny reports and observations regarding transferor companies. - HELD THAT: - The Official Liquidator's reports recorded certain observations including disputed income-tax liabilities, TDS defaults and tax refunds/receivables, and concluded that affairs of transferor companies had not been conducted prejudicial to interests. The Tribunal considered these reports along with other material but, having found procedural compliance and the scheme to be fair, sanctioned the scheme while preserving the rights of other authorities to take action under law. The Tribunal also directed that liabilities, if any, continue to attach and be enforceable against the transferee post-amalgamation.Official Liquidator's observations were noted; they do not preclude sanction but liabilities and pending issues continue and remain enforceable against the transferee company.Statutory filing and post-sanction compliance obligations - Transfer of liability under section 135 - Post-sanction procedural directions and compliance obligations imposed on the petitioners. - HELD THAT: - The Tribunal imposed specific post-sanction directions: delivery of a certified copy of the order and scheme to the Registrar of Companies for registration; filing of statutory returns; submission of quarterly/annual compliance affidavits by the managing director/director with CA/ICWA/CS certificate until compliance is ensured; handing over books of account and documents to the transferee for purposes of section 239; and that liabilities arising from non-compliance with section 135 would stand transferred to the transferee. The Tribunal also warned of penal consequences for contravention of section 232.Petitioners must fulfill specified registration, filing and compliance obligations and hand over records; liabilities under section 135 transfer to the transferee and statutory penalties for contravention of section 232 apply.Final Conclusion: The Tribunal sanctioned the proposed scheme of amalgamation with appointed date April 1, 2019, subject to statutory and regulatory compliances; assets, liabilities and pending proceedings of the transferor companies are to vest in the transferee, tax and other regulatory consequences remain for the concerned authorities to determine, and the petitioners are directed to carry out specified post-sanction filings, compliances and hand over records.

Scheme of amalgamation - sanction under sections 230 to 232 of the Companies Act, 2013 - appointed date - transfer of assets and liabilities - continuation of pending proceedings - tax implications subject to final decision of Income-tax authorities - non-appointment of whole-time company secretary - adjudication - Competition law - requirement of CCI approvalScheme of amalgamation - sanction under sections 230 to 232 of the Companies Act, 2013 - appointed date - The proposed scheme of amalgamation between the transferor and transferee companies is sanctioned and shall take effect from the appointed date of January 1, 2019. - HELD THAT: - On consideration of the petition, the reports of the Regional Director and Registrar of Companies, and the official liquidator's comments, the Tribunal found that the procedure specified in sub-sections (1) and (2) of section 232 has been complied with and that the scheme appears fair, reasonable and not detrimental to members, creditors or public policy. For these reasons the scheme, as approved by the boards of both companies, is sanctioned and the appointed date is fixed as January 1, 2019. The sanction is subject to the usual statutory and regulatory compliances and does not itself confer exemptions from stamp duty, taxes or other charges. [Paras 13]Scheme of amalgamation sanctioned; appointed date fixed as January 1, 2019; sanction without exemption from statutory dues.Transfer of assets and liabilities - continuation of pending proceedings - tax implications subject to final decision of Income-tax authorities - On sanction, the transferor's assets, liabilities and pending proceedings shall vest in and be continued by the transferee company, and tax implications arising from the scheme are subject to the final decision of the concerned Income-tax authorities. - HELD THAT: - The Tribunal ordered that upon amalgamation the transferor company shall be transferred to and vest in the transferee company for all its estate and interest, subject to existing charges. All liabilities, including taxes, levies and duties, are to be transferred and shall become liabilities of the transferee. Proceedings pending by or against the transferor shall be continued by or against the transferee. Any tax consequences arising from the scheme are to be determined finally by the competent tax authorities, whose decision will be binding on the transferee company. [Paras 13]Assets, liabilities and pending proceedings to vest in/transferred to the transferee; tax consequences to be finally decided by Income-tax authorities.Non-appointment of whole-time company secretary - adjudication - The transferee company's failure to appoint a whole-time company secretary for the period February 2, 2013 to February 23, 2014 is noted and the company is directed to file a separate adjudication application after approval of the scheme. - HELD THAT: - The Registrar of Companies and the Regional Director recorded that the transferee did not have a whole-time company secretary for the specified 386-day period, in contravention of the statutory requirement. The Tribunal recorded this non-compliance and directed that the transferee company shall file a separate application for adjudication of the alleged offence subsequent to sanction of the scheme, and furnish appropriate undertakings as may be required. [Paras 11]Transferee directed to file separate adjudication application for non-appointment of whole-time company secretary.Competition law - requirement of CCI approval - The petitioners' assertion that the scheme does not meet thresholds for notification to the Competition Commission of India is recorded; no impediment from CCI is found on the basis of the petitioners' undertaking. - HELD THAT: - The Competition Commission notified the Tribunal that no filing had been made with it and requested an undertaking that CCI approval was not required. The petitioners filed an affidavit asserting that the scheme does not meet the thresholds under the Competition Act and hence prior CCI approval is not necessary. The Tribunal considered this response along with other material on record and proceeded to sanction the scheme, subject to statutory compliance by the parties. [Paras 8, 9, 13]Petitioners' undertaking that CCI approval is not required accepted for purposes of sanction; scheme sanctioned subject to other statutory compliances.Final Conclusion: The Tribunal, being satisfied with compliance of the statutory procedure and material on record, sanctioned the scheme of amalgamation between the two companies with appointed date January 1, 2019; directed transfer of assets, liabilities and continuation of proceedings to the transferee; recorded and directed adjudication for the transferee's earlier non-appointment of a whole-time company secretary; accepted the petitioners' contention regarding CCI notification for the purpose of sanction; and imposed usual directions for registration, statutory filings and compliance without granting any exemptions from taxes or other statutory dues.

Sanction of scheme of amalgamation under sections 230-232 of the Companies Act, 2013 - Appointed date and effective date of amalgamation - Transfer and vesting of assets and liabilities on amalgamation - Continuance of pending proceedings post-amalgamation - Liability for unpaid corporate social responsibility obligations post-amalgamation - Tax implications and binding nature of final Income-tax authority decisions - Compliance with FEMA/RBI requirements for foreign investment on amalgamation - Obligation to comply with filing, stamp duty and regulatory formalities post-sanction - Compounding of past non-compliances and registrar actionsSanction of scheme of amalgamation under sections 230-232 of the Companies Act, 2013 - Sanction of the proposed scheme of amalgamation as filed before the Tribunal. - HELD THAT: - The Tribunal considered the petition, the reports of the Registrar of Companies and the Regional Director, and the replies of the petitioner-companies. The Regional Director concluded that the scheme is fair, reasonable and not prejudicial to members or creditors or contrary to public policy. The Tribunal was satisfied that the procedures specified in sub-sections (1) and (2) of section 232 have been complied with and accordingly sanctioned the scheme of amalgamation as prayed.The scheme of amalgamation is sanctioned.Appointed date and effective date of amalgamation - Determination of the appointed date and the effective date for the scheme. - HELD THAT: - The petition specified April 1, 2019 as the appointed date. The Tribunal sanctioned the scheme with the appointed date fixed as April 1, 2019, while clarifying that the effective date shall be either the date of this order or the date of sanction of the resolutions passed by the applicant-companies whose jurisdiction lies in other Benches of the Tribunal, whichever is later.Appointed date fixed as April 1, 2019; effective date as specified by the order.Transfer and vesting of assets and liabilities on amalgamation - Effect of sanction on transfer and vesting of assets and liabilities of transferor company No. 3 into the transferee company. - HELD THAT: - Pursuant to the sanction under section 232, the Tribunal ordered that transferor company No. 3 be transferred to and vest in the transferee company without further act or deed, subject to existing charges. All liabilities, including taxes, charges and duties of transferor company No. 3 were ordered to be transferred to and become the liabilities and duties of the transferee company.Assets and liabilities of transferor company No. 3 stand transferred and vested in the transferee company, subject to charges.Tax implications and binding nature of final Income-tax authority decisions - Treatment of tax liabilities and interaction with Income-tax authorities arising from the scheme. - HELD THAT: - The Tribunal observed that tax implications arising from the scheme are subject to the final decision of the concerned Income-tax authorities. It recorded that decisions of the tax authorities, including appellate authorities, shall be binding on the transferee company and that sanctioning the scheme does not grant exemption from payment of taxes or charges.Tax consequences remain subject to final orders of Income-tax authorities and are binding on the transferee company.Compliance with FEMA/RBI requirements for foreign investment on amalgamation - Obligation to adhere to FEMA/RBI rules and to meet liabilities arising thereunder. - HELD THAT: - The Tribunal recorded communications from RBI and the petitioners' affidavits. It directed that any transaction attracting FEMA or RBI guidelines must be strictly adhered to and any liability arising thereunder shall be the liability of the transferee company. The petitioners also undertook compliance with applicable FEMA/RBI requirements.FEMA/RBI compliance obligations on transactions attracted by the amalgamation will be strictly adhered to and lie on the transferee company.Liability for unpaid corporate social responsibility obligations post-amalgamation - Responsibility for unspent CSR amounts and compliance with section 135 post-amalgamation. - HELD THAT: - The Registrar noted unspent CSR amounts for transferor company No. 3 and sought explanation and direction that transferee company spend the unspent amount post-merger. The petitioners explained the carry-forward of unspent CSR and the transferee company undertook to spend the unspent amounts in conformity with section 135. The Tribunal directed that any liability arising from non-compliance with section 135 shall stand transferred to and be the liability of the transferee company.Unspent CSR obligations are to be complied with and any liability for non-compliance is transferred to the transferee company.Compounding of past non-compliances and registrar actions - Direction regarding compounding of offences/defaults and Registrar of Companies formalities after sanction. - HELD THAT: - The Tribunal noted Registrar's observations about earlier non-compliance (e.g., delay in holding AGM) and directed that any compounding of offences/defaults under the Companies Act that remain pending shall be taken up with the Registrar of Companies, Karnataka within thirty days of the order. It also directed filing of certified copy of the order and scheme with the Registrar for registration and compliance with statutory returns and other filings.Pending compounding applications to be filed with ROC within 30 days; registrar formalities and statutory filings to be completed post-sanction.Continuance of pending proceedings post-amalgamation - Continuation of proceedings by or against the transferor company after amalgamation. - HELD THAT: - The Tribunal ordered that all proceedings pending by or against transferor company No. 3 shall be continued by or against the transferee company. This follows the transfer of liabilities and rights pursuant to section 232 and the sanction of the scheme.Pending proceedings against transferor company No. 3 shall continue by or against the transferee company.Obligation to comply with filing, stamp duty and regulatory formalities post-sanction - Requirement to comply with payment of stamp duty, fees and other regulatory permissions notwithstanding sanction. - HELD THAT: - The Tribunal made clear that sanctioning the scheme does not exempt parties from payment of stamp duty, taxes or other charges and the transferee company must comply with section 232(3)(i) and other applicable laws in respect of payment of fees and stamp duty after setting off amounts already paid by transferor companies. The order is limited to sanctioning and does not preclude other authorities from taking action for violations.Parties must comply with applicable stamp duty, fees and regulatory requirements despite sanction; sanction does not grant any exemption.Final Conclusion: The Tribunal sanctioned the scheme of amalgamation, fixing April 1, 2019 as the appointed date and specifying the effective date as set out in the order; directed transfer and vesting of assets and liabilities of transferor company No. 3 into the transferee company; recorded that tax, FEMA/RBI, CSR and other regulatory liabilities remain subject to applicable laws and final orders of competent authorities; and imposed directions for filing, compounding and compliance with statutory formalities post-sanction.

Scheme of Amalgamation sanction - Compliance with provisions of section 232 of the Companies Act, 2013 - Appointed Date and Effective Date of scheme - Transfer and vesting of assets and liabilities on amalgamation - Tax implications subject to decision of Income Tax Authorities - Obligation to file certified copy of order with Registrar of Companies - Compliance with CSR obligations under Section 135 - Competition Commission notice requirement and undertaking as to thresholdsScheme of Amalgamation sanction - Compliance with provisions of section 232 of the Companies Act, 2013 - Sanction of the Scheme of Amalgamation between Sumangal Dealers Private Limited and Balaji Malts Private Limited - HELD THAT: - The Tribunal examined the petition, statutory records, reports of the Registrar of Companies and Regional Director and the para-wise replies of the petitioner. Having considered the materials and the Regional Director's conclusion that the Scheme appears fair and reasonable and not contrary to public policy, the Tribunal held that the procedure specified in sub-sections (1) and (2) of section 232 had been complied with and consequently sanctioned the Scheme as prayed. [Paras 12, 13]Scheme sanctionedAppointed Date and Effective Date of scheme - Determination of the Appointed Date and Effective Date for the sanctioned Scheme - HELD THAT: - The Tribunal fixed the Appointed Date as 01st April, 2013 as specified in the Scheme and declared that the Effective Date of the Scheme shall be the date of the Tribunal's order. [Paras 13]Appointed Date fixed as 01.04.2013 and Effective Date is date of this orderTransfer and vesting of assets and liabilities on amalgamation - Continuation of pending proceedings against transferee - Effect of sanction on transfer/vesting of Transferor Company, its assets, liabilities and pending proceedings - HELD THAT: - Pursuant to sanction under section 232, the Tribunal directed that the Transferor Company be transferred to and vest in the Transferee Company and that all liabilities, taxes and duties of the Transferor shall stand transferred to and become liabilities of the Transferee. The Tribunal further directed that any proceedings pending by or against the Transferor shall be continued by or against the Transferee. [Paras 13]Assets, liabilities and pending proceedings stand transferred to Transferee CompanyTax implications subject to decision of Income Tax Authorities - Allocation of decision-making on tax consequences arising from the Scheme - HELD THAT: - While the Tribunal sanctioned the Scheme, it expressly reserved and left the tax consequences to the final decision of the concerned Income Tax Authorities. The Tribunal declared that any tax implications arising out of the Scheme are subject to the final decision of those authorities and that such decisions shall be binding on the Transferee Company. [Paras 13]Tax implications left to concerned Income Tax Authorities for final decisionObligation to file certified copy of order with Registrar of Companies - Compliance with CSR obligations under Section 135 - Directions as to post-sanction compliance including filing with ROC, CSR and statutory returns - HELD THAT: - The Tribunal directed the Petitioner to file a certified copy of the order and Scheme with the Registrar of Companies within thirty days. The Transferee Company was directed to file all due statutory returns, ensure spending of any unspent CSR amounts and comply with Section 135. The Tribunal further required the Transferee to submit periodic affidavits confirming compliance until matters are regularised and directed handover of books and documents of the Transferor after completion of amalgamation. [Paras 13]Transferee directed to file order with ROC, comply with CSR and statutory filing requirements and to submit compliance affidavitsCompetition Commission notice requirement and undertaking as to thresholds - Treatment of Competition Commission of India requirement for combination notice - HELD THAT: - The CCI advised that combination notice is mandatory where thresholds are met. The Transferee filed an affidavit undertaking that, as per its latest audited financials, its assets or turnover are below the prescribed thresholds and that CCI approval is not required. The Tribunal accepted the materials on record addressing the CCI point and proceeded to sanction the Scheme subject to the usual statutory and regulatory compliances. [Paras 7, 8, 12]CCI threshold issue addressed by undertaking; no prior CCI approval required on the materials filedFinal Conclusion: The Tribunal sanctioned the Scheme of Amalgamation between Sumangal Dealers Private Limited and Balaji Malts Private Limited, fixed the Appointed Date as 01.04.2013 and the Effective Date as the date of the order, directed transfer of assets, liabilities and pending proceedings to the Transferee, reserved tax consequences to the concerned Income Tax Authorities, and gave ancillary directions for filing with the Registrar of Companies, CSR compliance, statutory returns and other post-sanction formalities.

Approval of resolution plan under Section 31 - Interlinked resolution plans / conditional plan - Requirement of Competition Commission of India approval under proviso to Section 31(4) - Commercial wisdom of Committee of Creditors and limitation of Adjudicating Authority - Treatment of Operational Creditors under Section 53 and Section 30(2)(b) - Material suppression and disclosure obligations - Performance guarantee / personal bank guarantee - Urgent hearing during COVID-19 lockdown - public interest and banks' interest - Concessions and exemptions in approved resolution planUrgent hearing during COVID-19 lockdown - public interest and banks' interest - Whether applications for urgent hearing of pending Section 31 matters could be taken up during lockdown despite NCLT notice against urgent hearings - HELD THAT: - The Tribunal allowed urgent hearing of the pending applications for approval of resolution plans during the COVID-19 lockdown because delay would risk expiry of a performance guarantee and impede realization of funds that would otherwise benefit public institutions such as banks. The Adjudicating Authority held that the general NCLT notification that approval of resolution plans would not be considered urgent should not obstruct disposal of long-pending matters where delay would cause concrete prejudice, particularly to banks required to continue lending during lockdown. The urgency application was accordingly allowed and the unnumbered urgent applications were taken up and disposed of on merits. [Paras 4, 5, 6, 7]Urgent hearing allowed and applications taken up for disposal despite the general NCLT notice.Approval of resolution plan under Section 31 - Interlinked resolution plans / conditional plan - Commercial wisdom of Committee of Creditors and limitation of Adjudicating Authority - Validity of Carval resolution plans where plans were interlinked and included a condition permitting withdrawal if both plans were not approved - HELD THAT: - The Tribunal found that interlinking of plans for two corporate debtors which operate in commercial conjunction is permissible and, once the CoC approved the interlinked plans, the conditionality did not render the plans void. The Bench reasoned that where a condition in a plan relates to commercial interdependence and the CoC has expressly accepted interlinking (so that nothing remains contingent for the CoC), the conditional character does not invalidate the acceptance. Further, the Adjudicating Authority reiterated the limited role it plays under the Code: it must examine whether the plan conforms to Section 30(2) and not reappraise the commercial wisdom of the CoC unless vitiated by fraud or illegality. [Paras 15, 33, 34, 52, 55]The objection based on conditional/interlinked plans was rejected and the conditionality was not held to vitiate CoC approval.Requirement of Competition Commission of India approval under proviso to Section 31(4) - Effect of CoC approving resolution plans before obtaining CCI approval and whether post-facto CCI approval validates such CoC approval - HELD THAT: - The Tribunal observed that the proviso to Section 31(4) mandates CCI approval for combinations prior to approval under Section 31, but where CCI subsequently grants approval, the procedural non-compliance as to chronology can be harmonised and does not automatically nullify the CoC's approval. The Bench distinguished authorities relied upon by objectors, noting that where ex post CCI approval is obtained and no stakeholder's rights are prejudiced by the chronology, the defect does not entail nullity. The Adjudicating Authority emphasised that it must still ensure CCI approval exists before finally approving the plan under Section 31; here, CCI approval was obtained subsequently and validated the plans for the purposes of final sanction. [Paras 36, 41, 42, 44, 45]Post-facto CCI approval validated the CoC-approved plans; the objection based on lack of CCI approval at the time of CoC meeting was rejected.Treatment of Operational Creditors under Section 53 and Section 30(2)(b) - Commercial wisdom of Committee of Creditors and limitation of Adjudicating Authority - Whether the Resolution Plans treated operational creditors inequitably in violation of the Code - HELD THAT: - The Tribunal held that the test is whether operational creditors are deprived of entitlements under Section 53 read with Section 30(2)(b). The Adjudicating Authority noted that operational creditors are not entitled to more than the waterfall provisions prescribe; perceived inequity in quantum relative to financial creditors does not, by itself, vitiate a plan. The Bench further reiterated that commercial decisions on maximisation and keeping the company as a going concern lie with the CoC and the Tribunal must not substitute its commercial judgment unless the CoC's decision is tainted by fraud or illegality. Here no such vitiation was shown, and provision had been made for payment to operational creditors as contemplated in the plan. [Paras 50, 51, 52, 54, 55]Objection alleging inequitable treatment of operational creditors was rejected.Material suppression and disclosure obligations - Whether non-disclosure of a director's resignation by the Resolution Applicant amounted to material suppression vitiating approval - HELD THAT: - The Tribunal held that not every omission amounts to material suppression; the test is whether the non-disclosed fact caused prejudice to stakeholders or altered their rights. The objector failed to place evidence showing that the alleged resignation of a director produced any grievance or affected stakeholders' rights or the viability of the plan. Absent demonstration of material prejudice, non-mention of the resignation was not found to be a ground to invalidate the plan. [Paras 57, 58, 59]Allegation of material suppression was rejected for lack of demonstrated prejudice.Performance guarantee / personal bank guarantee - Whether acceptance of a revised personal bank guarantee (PBG) by the CoC rendered the plan invalid - HELD THAT: - The Tribunal noted that Resolution Applicants often revise guarantees to meet CoC requirements and that acceptance of a compliant PBG binds the Resolution Applicant to fulfill the plan. Objectors did not contend that the PBG was disproportionate to plan value; the revised PBG met the CoC's requirements. The existence of a PBG in acceptable form is a mechanism to secure performance and its revision to comply with specified formats does not invalidate CoC approval. [Paras 60, 61, 62, 63]Objection regarding the PBG was rejected; revised PBG held sufficient and not a basis to invalidate approval.Concessions and exemptions in approved resolution plan - Whether specific concessions and exemptions sought in the Resolution Plans could be granted and their scope - HELD THAT: - The Tribunal examined various reliefs and concessions sought by the Resolution Applicant and approved them to the extent articulated in the order, including limited directions on appointment of an observer, timelines for obtaining statutory approvals (one year), non-initiation or abatement of investigations or proceedings relating to pre-CIRP acts, restrictions on mandatory directions to third parties not before the Bench, clarifications on tax and stamp duty treatment as per law, and permissibility of recasting financial statements subject to law. The Bench qualified that exemptions are subject to statutory limits and that authorities like SEBI, CCI, Railways and tax authorities are bound only to the extent consistent with law and the IBC. [Paras 16, 17, 46]Concessions and exemptions were granted to the extent set out in the order, subject to statutory limits and consistency with applicable law.Approval of resolution plan under Section 31 - Final disposition on approval of the Resolution Plans submitted by the Resolution Applicant for both corporate debtors - HELD THAT: - After considering objections and submissions on conditionality, CCI approval timing, treatment of operational creditors, alleged suppression and the adequacy of guarantees, the Tribunal concluded there was no merit in the objections and that the Resolution Plans complied with the requirements for approval under the Code as examined. The Bench accordingly approved the Resolution Plans of both Uttam Galva Metallics Limited and Uttam Value Steel Limited, subject to the concessions and exemptions explicitly granted in the order. [Paras 64]Resolution Plans of Metallics and Value Steel approved with the concessions and exemptions specified in the order.Final Conclusion: The Tribunal allowed urgent hearing, rejected objections raised by Jatia Group and Noble (including challenges based on conditionality, sequencing of CCI approval, alleged inequitable treatment of operational creditors, suppression, and the adequacy of guarantees), and approved the Resolution Plans of Uttam Galva Metallics Limited and Uttam Value Steel Limited with specified concessions and exemptions subject to statutory limits.

Scheme of Arrangement - fixing date of hearing - publication of notice - service of notice on statutory and sectoral authorities - notice to Competition Commission where not exempted - service on objectors and their representatives - affidavit of service - dispensing with meetings under Section 230 - compliance with proviso to Sub-Section (7) of Section 230Scheme of Arrangement - fixing date of hearing - publication of notice - Fixation of the date for hearing of the petition for approval of the Scheme and directions for public notice. - HELD THAT: - The Tribunal fixed 08.04.2020 as the date for consideration and hearing of the petition for approval of the Scheme. It directed publication of notice of the hearing in the specified vernacular and English newspapers not less than ten days before the fixed date so as to inform shareholders, creditors and the public of the proposed hearing and invite objections, if any. These directions are given under the scheme of procedures contemplated by Sections 230-232 of the Companies Act, 2013 and the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016 to ensure statutory notice and transparency prior to the hearing.Hearing fixed for 08.04.2020 and publication of notice in the named newspapers at least ten days prior to that date ordered.Service of notice on statutory and sectoral authorities - notice to Competition Commission where not exempted - Obligation to serve notices on specified authorities and procedure where Competition Act exemption is not claimed. - HELD THAT: - Each petitioner company was directed to serve notice of the petition on the Central Government, the jurisdictional Income Tax authorities (indicating PAN), the Registrar of Companies, Jaipur, and other sectoral regulators governing the companies at least thirty days before the date fixed for hearing. If the Scheme is not exempt under the Competition Act, notice to the Competition Commission of India must be issued; if exempted, an affidavit of exemption must be filed. The direction ensures statutory stakeholders and regulators are given opportunity to examine and, if necessary, object to the Scheme before the Tribunal considers approval.Notice to the named authorities to be served thirty days before the hearing; Competition Commission to be notified unless an exemption affidavit is filed.Service on objectors and their representatives - affidavit of service - Mode and timeline for serving objectors and filing proof of service; consequences of failing to file objections in time. - HELD THAT: - The Tribunal directed that any person who has made representations and desires to be heard must be served, or their representative served, with a copy of the petition and extracts at least fifteen days before the hearing. The petitioner must file an affidavit of service relating to the publication and service on the prescribed authorities, sectoral regulators and objectors at least seven days before the hearing. The Tribunal further provided that objections by authorities, if any, must be filed on or before the hearing date, failing which it may be treated that there is no objection from those authorities to the approval of the Scheme, subject to other statutory conditions being met.Objectors to be served fifteen days before hearing; affidavit of service to be filed seven days prior; objections by authorities to be filed on or before the hearing or be deemed absent.Compliance with proviso to Sub-Section (7) of Section 230 - Requirement to file auditor's certificate in terms of the proviso to Sub-Section (7) of Section 230 before the date fixed for hearing. - HELD THAT: - The petitioner company was directed to comply with the proviso to Sub-Section (7) of Section 230 by filing a certificate of the company's auditor, as may be applicable in the circumstances, on or before the hearing date. This requirement ensures verification of financial or accounting matters as contemplated by the proviso prior to the Tribunal's consideration of the Scheme.Petitioner to file auditor's certificate in compliance with the proviso to Sub-Section (7) of Section 230 on or before the date fixed for hearing.Final Conclusion: The Tribunal fixed 08.04.2020 for hearing of the petition for approval of the Scheme and issued graduated directions for publication, service of notices on specified authorities and objectors, filing of affidavits of service and auditor's certificate, and for filing of objections by authorities by the hearing date, failing which those authorities may be treated as having no objection.

Scheme of Amalgamation and Arrangement - Sanction/approval of scheme under Sections 230 to 232 of the Companies Act, 2013 - Transfer and vesting of assets and liabilities on amalgamation - Continuance of proceedings by or against the Transferee Company - Employees' continuity of service and protection of service conditions on amalgamation - Set-off of fees paid to Registrar of Companies on authorised capital - Share exchange ratio - Regulatory clearances and compliance (SEBI/Stock Exchanges/CCI/RoC) - No exemption from tax or statutory obligations upon sanctionScheme of Amalgamation and Arrangement - Sanction/approval of scheme under Sections 230 to 232 of the Companies Act, 2013 - Approval and sanction of the Scheme of Amalgamation between the Transferor Company and the Transferee Company. - HELD THAT: - The Tribunal considered compliance with the First Motion directions, the reports of the Chairperson and Scrutinizer showing approval by unsecured creditors and shareholders, certificates of statutory auditors as to accounting treatment, and replies to observations of statutory authorities and objectors. Objections received (from RD/RoC, Official Liquidator, BSE, NSE, Income Tax Department and the Workers Union) were examined and addressed on the basis of the Scheme's provisions, relevant precedent and statutory position. Having found no impediment, the Tribunal sanctioned the Scheme and declared it binding on all shareholders and creditors. [Paras 31, 32]The Scheme is approved and declared binding on all shareholders and creditors.Transfer and vesting of assets and liabilities on amalgamation - Continuance of proceedings by or against the Transferee Company - Effect of amalgamation on property, rights, liabilities and pending proceedings of the Transferor Company. - HELD THAT: - Pursuant to the sanction, all property, rights and powers of the Transferor Company are transferred and vested in the Transferee Company and all liabilities and duties of the Transferor Company are transferred to and become liabilities of the Transferee Company. Further, all proceedings pending by or against the Transferor Company shall be continued by or against the Transferee Company in the same manner.Assets and liabilities of the Transferor vest in the Transferee and pending proceedings shall continue against or be continued by the Transferee Company.Employees' continuity of service and protection of service conditions on amalgamation - Whether the Scheme adversely affects the service conditions of the Transferor Company's employees and the consequence of pending labour proceedings. - HELD THAT: - The Scheme provides that upon effectiveness all Transferor Company employees shall become employees of the Transferee without break and on terms no less favourable than those existing, with continuity of service for benefits such as gratuity taken into account. Objections by the Workers Union that consultation or additional assurances were required were considered and rejected: the Scheme does not propose any change in service conditions and pending proceedings (including before the Labour Commissioner) will be continued against the Transferee Company and any orders will be binding on it. Reliance on judicial authorities was considered and the Tribunal followed the principle that the Company Court's sanction does not supplant employees' remedies in appropriate fora but does not justify refusing sanction on hypothetical prejudice. [Paras 29, 30, 31]Employees of the Transferor shall be transferred to the Transferee with continuity and protection of service conditions; objections of the Workers Union are rejected.Set-off of fees paid to Registrar of Companies on authorised capital - Treatment of fees paid to the Registrar of Companies on authorised capital post-amalgamation. - HELD THAT: - The ROC reported that, in terms of Section 232(3), any fee paid by the Transferor on its authorised capital shall be set off against any fee payable by the Transferee on its authorised capital subsequent to amalgamation. The Tribunal noted Clause 20 of the Scheme to be in consonance with the statutory position and directed accordingly. [Paras 17, 18]The fee paid by the Transferor on its authorised capital shall be set off against any fee payable by the Transferee on its authorised capital after amalgamation.Regulatory clearances and compliance (SEBI/Stock Exchanges/CCI/RoC) - No exemption from tax or statutory obligations upon sanction - Compliance with regulatory observations and the effect of sanction vis-a -vis tax and other statutory liabilities. - HELD THAT: - The Tribunal recorded that the petitioner had complied with SEBI and stock-exchange requirements to the stage before sanction, and that the Competition Commission had approved the combination. Observations of the Income Tax Department about ongoing assessment proceedings were noted; the Tribunal accepted the companies' undertakings that liabilities in respect of current, pending or future income-tax demands will be honoured, but clarified that sanctioning the Scheme does not constitute exemption from payment of stamp duty, taxes or other statutory charges nor from provisions of the Income Tax Act and Companies Act, and that authorities remain free to take appropriate action in accordance with law. [Paras 26, 27, 32]Regulatory compliance noted; sanction does not confer any exemption from tax or other statutory obligations and authorities retain their rights under law.Share exchange ratio - Share exchange ratio to be applied on amalgamation. - HELD THAT: - The Share Exchange Ratio stated in the Scheme (based on expert report) - being 439 equity shares of the Transferee for 100 equity shares of the Transferor - was recorded as the mechanism for issuance of shares upon effectiveness. The Tribunal noted the ratio as determined in the Scheme and particulars of accounting compliance placed on record. [Paras 8, 11]The share exchange ratio as set out in the Scheme is accepted as the basis for allotment on effectiveness.Filing of certified copy and ancillary directions - Ancillary directions consequent to sanction (filing with RoC, schedule of properties, deposit with Pay & Accounts Officer). - HELD THAT: - The Tribunal directed that the petitioner shall, within 30 days of receipt of the certified copy, deliver the same to the Registrar of Companies for registration, after which the Transferor shall be dissolved and records consolidated. It further directed filing of schedule of properties by affidavit (freehold and leasehold) and directed deposit of a specified amount with the Pay & Accounts Officer in respect of the Regional Director within the stipulated period. Liberty was reserved for interested persons to apply for further directions. [Paras 33, 34]Petitioner to deliver certified copy to RoC, file schedule of properties by affidavit and make directed deposit; liberty to apply for further directions is preserved.Final Conclusion: The Tribunal sanctioned the Scheme of Amalgamation between GlaxoSmithKline Consumer Healthcare Limited and Hindustan Unilever Limited, declared it binding on shareholders and creditors, directed vesting of assets and liabilities and continuance of pending proceedings by/against the Transferee, preserved employees' continuity and service protections, recorded regulatory compliance while emphasising that sanction affords no exemption from taxes or statutory obligations, and issued incidental directions for filing, registration and deposits.

Scheme of Amalgamation - Convening of meetings of shareholders and creditors - Notice requirements and publication - Quorum for meetings - Chairman's report filing - Statutory notices to regulatory authorities - Official Liquidator to appoint auditor - Competition law compliance / notice to CCI - Objections by statutory authorities within 30 days - Presentation of company petition after chairman's reportConvening of meetings of shareholders and creditors - Quorum for meetings - Chairman's report filing - Notice requirements and publication - Directions for convening, holding and conducting meetings of equity shareholders, secured creditors and unsecured creditors of the Transferor Company and the Transferee Company pursuant to the proposed Scheme of Amalgamation. - HELD THAT: - The Tribunal directed that meetings for the Transferor Company (M/s. Eversendai Frontiers Private Limited) and the Transferee Company (M/s. Eversendai Construction Private Limited) be convened on 30th November, 2019 at specified times and venue. The notices to shareholders and creditors are to be sent by hand delivery/courier/registered post/speed post or e-mail to their last known addresses as per company records and published in the specified newspapers, with a clear 30 days' notice. Quorums were fixed separately for each class of meeting: for the Transferor Company, equity shareholders (2 members), unsecured creditors (2 members); for the Transferee Company, equity shareholders (2 members), secured creditors (2 members) and unsecured creditors (50 creditors). Chairpersons for each meeting and their alternates were appointed as specified. The Tribunal further directed that the Chairman's Report for each meeting be filed before the Tribunal within seven days from the date of the respective meeting. [Paras 2, 3]Meetings to be convened on the specified date, notices and publications to be made with 30 days' notice, quorums and chairpersons fixed, and Chairman's Reports to be filed within seven days of the meetings.Statutory notices to regulatory authorities - Official Liquidator to appoint auditor - Competition law compliance / notice to CCI - Requirement to issue statutory notices to relevant regulatory and governmental authorities and appointment of an auditor by the Official Liquidator for report purposes. - HELD THAT: - Pursuant to Section 230(5) directions, the Tribunal directed issuance of notices to the Regional Director, Ministry of Corporate Affairs, the concerned ROC, Income Tax Authorities, the Official Liquidator (in respect of the Transferor companies) and other sectoral regulators where applicable. The Official Liquidator was directed to appoint an auditor to prepare the requisite reports. The Tribunal required an affidavit confirming exemption under the Competition Act, 2002 where applicable; absent such exemption an appropriate notice to the Competition Commission of India was to be issued. As the companies are private limited, notices to SEBI and stock exchanges were held unnecessary. [Paras 4]Notices to the listed authorities to be issued; Official Liquidator to appoint auditor; CCI notice to be issued unless exemption affidavit filed; no notice required to SEBI/stock exchanges for private companies.Objections by statutory authorities within 30 days - Timeframe and consequence for receipt of objections or representations from authorities served with notice. - HELD THAT: - The Tribunal directed that authorities served with notice should make any objections or representations within 30 days from receipt of the notice. It was recorded that in the absence of objections or representations within that period, it would be presumed that the authorities had no objections. [Paras 5]Authorities must file objections/representations within 30 days of receipt of notice; absence of response will be treated as no objection.Notice publication and proof of service - Obligation of the Applicant Companies to publish and serve notices and to file proof of service before the next hearing. - HELD THAT: - The Applicant Companies were directed to place the notice on their website (if any) and on the notice board of their registered office, send private notices to the authorities by speed post, and file proof of service together with the paper publication by affidavit before the next date of hearing. [Paras 6]Applicants to publish and serve notices as directed and file proof of service and publications by affidavit before the next hearing.Presentation of company petition after chairman's report - Timeline for presentation of the Company Petition following filing of the Chairman's Reports. - HELD THAT: - The Tribunal ordered that the Company Petition(s) shall be presented on or before seven days from the date of filing the Chairman's Reports with the Registry. Following this procedural direction, the Applications were disposed of. [Paras 7]Company Petition(s) to be presented within seven days of filing the Chairman's Reports; applications disposed of.Final Conclusion: The Tribunal directed convening of the specified meetings of shareholders and creditors with prescribed notice, publication, quorum and chair arrangements; directed statutory notices to relevant authorities (including instructions on CCI compliance and appointment of an auditor by the Official Liquidator); fixed a 30 day period for objections; required publication, service and filing of proofs by the applicants; ordered presentation of the Company Petition(s) within seven days of filing the Chairman's Reports, and disposed of the applications.

Scheme of Amalgamation sanction - appointed date - vesting of assets and liabilities upon amalgamation - compliance with stamp duty and fees on clubbing of authorised capital - adjudication for statutory non-compliance - continuation of pending proceedings - delivery of certified copy to Registrar of Companies - transfer of books and records post-amalgamation - competition law approval not required undertakingScheme of Amalgamation sanction - The Scheme of Amalgamation between the Transferor Company and the Transferee Company is sanctioned as fair and not contrary to public policy. - HELD THAT: - Having considered the materials on record, the filings of the Applicant Companies, the report of the Official Liquidator that the affairs of the Transferor Company have not been conducted in a manner prejudicial to members or public interest, and the undertakings filed by the Applicants, the Tribunal finds the Scheme to be fair and reasonable to members and creditors and not detrimental to public policy. The sanction is, however, subject to the directions and conditions specified in the order which preserve statutory rights of other authorities and do not amount to exemption from liabilities under other laws.Scheme sanctioned subject to the conditions and directions contained in the order.Appointed date - The appointed date for the Scheme is fixed as 1st April, 2018. - HELD THAT: - The Scheme as filed specified an appointed date; the Tribunal records and fixes that date as 1st April, 2018 for the purposes of giving effect to the Scheme and its accounting and vesting consequences.Appointed date shall be 1st April, 2018.Vesting of assets and liabilities upon amalgamation - continuation of pending proceedings - On sanction, the whole of the property, rights and powers of the Transferor Company shall vest in the Transferee Company and liabilities and pending proceedings shall stand transferred to the Transferee Company. - HELD THAT: - Pursuant to the sanction under the Companies Act, the Tribunal directs that all property, rights and powers of the Transferor Company transfer to and vest in the Transferee Company without further act or deed, subject to existing charges. All liabilities, including taxes and duties, shall be transferred and all proceedings pending by or against the Transferor Company shall continue by or against the Transferee Company. The order preserves the rights of statutory authorities to take action under law in respect of any violations prior to or during the amalgamation.Assets, rights, liabilities and pending proceedings of the Transferor Company shall transfer to and vest in the Transferee Company as directed.Compliance with stamp duty and fees on clubbing of authorised capital - adjudication for statutory non-compliance - competition law approval not required undertaking - Sanction is subject to specified compliance conditions: payment of any differential stamp duty/fees on clubbing of authorised capital, adjudication/regularisation for alleged non-compliance under certain statutory provisions, and furnishing of confirmation concerning Competition Commission approval. - HELD THAT: - The Registrar of Companies and Regional Director raised observations regarding clubbing of authorised capital, appointment of whole-time company secretary and related party transactions and other compliances. The Applicants have filed undertakings and affidavits addressing these points. The Tribunal approves the Scheme only on condition that the Transferee Company shall pay any differential stamp duty and fees after setting off amounts already paid; that adjudication or other action for alleged non-compliance (including matters relating to appointment of company secretary, Section 180(1)(c) and related party transaction compliances) be taken as appropriate; and that the Registrar of Companies obtain a latest confirmation and CA certificate that Competition Commission approval is not required. These conditions leave open the power of statutory authorities to adjudicate and the Companies to regularise defaults.Scheme acceptance is conditional on payment of differential fees/stamp duty, adjudication/regularisation of alleged statutory defaults as applicable, and ROC obtaining confirmations about Competition Commission approval.Delivery of certified copy to Registrar of Companies - transfer of books and records post-amalgamation - Administrative directions given: the petitioners shall deliver a certified copy of the order and Scheme to the Registrar of Companies for registration, and the Transferor Company shall hand over books and records to the Transferee Company after completion of amalgamation. - HELD THAT: - To effect registry formalities, the Tribunal directs that within thirty days of receipt of this order the Applicants cause a certified copy of the order along with the Scheme to be delivered to the Registrar of Companies for registration under applicable rules. Further, upon completion of the amalgamation process, the Transferor Company or its authorized signatories are directed to hand over possession of books of account and relevant documents to the Transferee Company for purposes of section 239 and record keeping.Petitioners to file certified copy of order and Scheme with ROC within thirty days and Transferor to hand over books and records to Transferee post-amalgamation.Final Conclusion: The Tribunal sanctions the Scheme of Amalgamation between the Transferor and Transferee Companies with appointed date 1st April, 2018, directing vesting of assets and liabilities and continuation of proceedings in favour of the Transferee Company, and imposes specified compliance and administrative conditions including payment of differential fees/stamp duty, adjudication/regularisation of alleged statutory defaults, furnishing of confirmations regarding Competition Commission approval, filing of certified copy of the order with the Registrar of Companies and transfer of books and records.

Convening of class meetings for sanctioning scheme - dispensation of creditors' meeting under section 230(9) of the Companies Act, 2013 - quorum for shareholders' meetings - filing of Chairman's report - service and publication of notice for meetings - statutory notice to regulatory and government authorities - presentation of joint company petition after complianceConvening of class meetings for sanctioning scheme - quorum for shareholders' meetings - filing of Chairman's report - service and publication of notice for meetings - Directions for convening, holding and conducting of equity/preference shareholders' meetings of the Applicant Companies with specified dates, venues, chairmanship, quorum, notice period, modes of service and requirement to file Chairman's report. - HELD THAT: - The Tribunal fixed the dates, times and places for the meetings of equity and preference shareholders of the four Applicant Companies to consider the proposed scheme and directed that each meeting be chaired by the named director or his alternate. Quora for each meeting were specified (varied by company and class) and notices were ordered to be issued with a clear 30+3 days' notice. Publication in the specified newspapers and service by speed post/courier/email were directed. The Tribunal further directed that the Chairman's Report be filed before the Tribunal on or before seven days from the date of the respective meeting. These directions govern the convening and conduct of the class meetings for the purpose of adjudication of the scheme application.Meetings of the equity and preference shareholders are to be convened and conducted in accordance with the specified directions; Chairman's Reports to be filed within seven days of the meetings.Dispensation of creditors' meeting under section 230(9) of the Companies Act, 2013 - Dispensation of meeting of the Unsecured Trade Creditors of M/s. SRT Ascendancy Solutions Private Limited. - HELD THAT: - The Applicant produced a certificate and affidavit showing that the single unsecured trade creditor consented to the scheme and that consents exceeded the statutory threshold. On that basis the Tribunal held that consent of more than 90% of the class of creditors had been obtained and allowed the meeting of Unsecured Trade Creditors to be dispensed with under section 230(9) of the Companies Act, 2013.Meeting of the Unsecured Trade Creditors of M/s. SRT Ascendancy Solutions Private Limited is dispensed with under section 230(9).Dispensation of creditors' meeting under section 230(9) of the Companies Act, 2013 - Dispensation of meeting of the Unsecured Creditors of M/s. MSE Financial Services Limited. - HELD THAT: - The Applicant filed a certificate of creditors and consent affidavits demonstrating that unsecured creditors representing 90.716% in terms of value supported the scheme. The Tribunal accepted that the statutory threshold was satisfied and permitted dispensation of the unsecured creditors' meeting under section 230(9).Meeting of the Unsecured Creditors of M/s. MSE Financial Services Limited is dispensed with under section 230(9).Dispensation of creditors' meeting under section 230(9) of the Companies Act, 2013 - Dispensation of meeting of the Unsecured Creditors of M/s. Madras Enterprises Limited. - HELD THAT: - The Applicant produced the requisite certificate and affidavits showing that unsecured creditors constituting 91.48% in value consented to the scheme. The Tribunal held that the statutory requirement was met and allowed the meeting of unsecured creditors to be dispensed with under section 230(9).Meeting of the Unsecured Creditors of M/s. Madras Enterprises Limited is dispensed with under section 230(9).Dispensation of creditors' meeting under section 230(9) of the Companies Act, 2013 - No meetings of secured or unsecured creditors required for M/s. MEL Edutech Services Private Limited as certificates show absence of such creditors. - HELD THAT: - The Applicant produced Nil secured creditor and Nil unsecured/unsecured trade creditor certificates issued by an independent chartered accountant as on the specified dates. On that basis the Tribunal recorded that there are no secured or unsecured creditors and no meetings are required to be convened.No meetings of secured or unsecured creditors are required for M/s. MEL Edutech Services Private Limited.Statutory notice to regulatory and government authorities - presentation of joint company petition after compliance - Directions to issue notices to specified statutory and regulatory authorities, procedures for response, placement of notices by the Applicant Companies, service proofs, and timeline for presentation of the joint company petition. - HELD THAT: - The Tribunal directed the Registry to serve notices on the Regional Director, Registrar of Companies, Income Tax Authorities including the Assessing Officer, SEBI, stock exchanges, depositories and the Official Liquidator (in respect of specified Applicants) with liberty to appoint chartered accountants for reports. It required the Applicants to place the notice on their websites and notice boards and to send private notices by speed post, filing proof of service and paper publication by affidavit before the next hearing. The Tribunal also directed that if the scheme is exempt under the Competition Act an affidavit to that effect be filed; otherwise a notice to the Competition Commission may be issued. Statutory authorities were given 30 days from receipt of notice to file objections/representations. Finally, the Tribunal permitted the Applicants to present the Joint Company Petition within two weeks from the date of submission of the Chairman's reports.Notices to the listed authorities are to be issued; Applicants must comply with publication and service directions and may present the Joint Company Petition within two weeks after submission of the Chairman's reports.Final Conclusion: The Tribunal ordered convening of the shareholders' meetings with specified procedural directions, permitted dispensation of the unsecured creditors' meetings in respect of the Applicant Companies where statutory consents or nil-creditor certificates were established, directed service of notices on the relevant authorities and compliance with publication and filing requirements, and allowed presentation of the joint petition following submission of the Chairman's reports.

Sanction of scheme of amalgamation under the Companies Act, 2013 - compliance with Reserve Bank of India / FEMA conditions - accounting compliance with applicable Accounting Standards including AS-14 and AS-5 - tax implications to be subject to Income Tax Authorities - filing of amended MOA & AOA and statutory e-forms - exemption from notice under the Competition Act for merger of subsidiary with holding company - dissolution of transferor companies without winding upSanction of scheme of amalgamation under the Companies Act, 2013 - Sanction of the Scheme of Amalgamation and making Company Scheme Petition No. 1075 of 2017 absolute. - HELD THAT: - The Tribunal considered the petition under Sections 230 to 232 and Section 234 of the Companies Act, 2013 for amalgamation of the four Transferor Companies with the Transferee Company. There were no objectors and no party controverted the averments in the petitions. The Official Liquidator reported that the affairs of the First and Second Petitioner Companies had been conducted properly and that they may be dissolved without winding up. The Regional Director's report, subject to specified observations, did not indicate that the scheme was prejudicial to shareholders or the public. The petitioners furnished clarifications and undertakings in respect of the Regional Director's and ROC's observations, which were accepted by the Tribunal. Having found that requisite statutory compliances have been fulfilled and that the scheme appears fair and reasonable and not contrary to law or public policy, the Tribunal allowed the petition and made it absolute in terms of the prayer clause. [Paras 19, 21]Scheme sanctioned and Petition No. 1075 of 2017 made absolute.Accounting compliance with applicable Accounting Standards including AS-14 and AS-5 - tax implications to be subject to Income Tax Authorities - Acceptance of undertakings concerning accounting standards and tax compliance raised in the Regional Director's report. - HELD THAT: - The Regional Director observed that, in addition to AS-14 (IND AS-103), the petitioner companies should pass such accounting entries as necessary to comply with other applicable Accounting Standards such as AS-5 (IND AS-8). The Regional Director also noted that tax implications arising out of the scheme would be subject to the final decision of the Income Tax Authorities and that serving a copy on the Income Tax Department was the existing practice. The Transferee Company and the Petitioner Companies furnished undertakings to comply with the applicable accounting standards and all provisions of the Income Tax Act, 1961, and to meet tax issues in accordance with law. The Tribunal accepted these undertakings. [Paras 9, 10, 11, 18]Undertakings on accounting and tax compliance accepted by the Tribunal.Compliance with Reserve Bank of India / FEMA conditions - no-objection from Reserve Bank of India - Compliance with RBI/NOC and foreign law requirements for Transferor Companies incorporated in Mauritius. - HELD THAT: - The Regional Director and ROC records showed that two transferor companies are foreign body corporates incorporated in Mauritius and that NOCs from the Reserve Bank of India had been obtained. The Transferee Company undertook that the Mauritius-incorporated transferor companies would comply with the laws of the Republic of Mauritius and that all conditions stipulated in the RBI letters of no objection would be complied with. The Tribunal accepted these clarifications and undertakings, noting that provisions of Section 234 had been complied with as necessary approvals were obtained from the RBI. [Paras 9, 12, 16, 18]Undertakings on compliance with RBI/FEMA and foreign law obligations accepted.Filing of amended MOA & AOA and statutory e-forms - filing and stamping directions - Directions for statutory filings, stamping and recordal following sanction of the scheme. - HELD THAT: - The Tribunal recorded ROC observations about amendment of authorised capital and filing of amended MOA & AOA on the MCA portal. The petitioners undertook to file the amended MOA & AOA and comply with e-form requirements. The Tribunal directed the petitioner companies to lodge a certified copy of the order and the Scheme with the Superintendent of Stamps for adjudication within 60 days and to file a certified copy of the order and Scheme with the Registrar of Companies electronically along with E-form INC 28 within 30 days. The Tribunal further directed all concerned authorities to act on a certified copy of the order and Scheme. [Paras 15, 22, 23, 26]Petitioners directed to effect statutory filings, stamping adjudication and related e-form submissions as specified.Exemption from notice under the Competition Act for merger of subsidiary with holding company - No requirement to file notice under the Competition Act for the merger of subsidiaries with the holding company. - HELD THAT: - The Counsel for the petitioners clarified that mergers of subsidiaries with their holding company are exempted from the purview of the Competition Act, 2002, and therefore no notice under the Competition Act was required. The Tribunal accepted this clarification in disposing of the ROC observation on the matter. [Paras 17, 18]Clarification accepted that no Competition Act notice was required for the mergers involved.Dissolution of transferor companies without winding up - Disposition regarding dissolution of the First and Second Petitioner Companies. - HELD THAT: - The Official Liquidator reported that the affairs of the First and Second Petitioner Companies had been conducted properly and that they may be ordered to be dissolved without winding up. The Tribunal, having sanctioned the scheme and made the petition absolute, proceeded on that basis. [Paras 19, 21]Official Liquidator's report accepted; transferor companies may be dissolved without winding up consequent to sanction.Costs payable to Regional Director and Official Liquidator - Costs awarded to the Regional Director and Official Liquidator and timelines for payment. - HELD THAT: - The Tribunal directed the petitioner companies to pay specified costs to the Regional Director, Western Region, Mumbai and to the Official Liquidator, High Court, Bombay, in the amounts ordered, and directed that such costs be paid within four weeks from the date of receipt of the order. [Paras 24, 25]Costs directed to be paid to the Regional Director and Official Liquidator within the stipulated timeline.Final Conclusion: The Tribunal sanctioned the Scheme of Amalgamation, made Company Scheme Petition No. 1075 of 2017 absolute, accepted the petitioners' undertakings on accounting, tax, RBI/FEMA and other statutory compliances, directed statutory filings and stamping, accepted the Official Liquidator's report regarding dissolution without winding up, and awarded costs to the Regional Director and Official Liquidator with directions for payment.

Power to dispense with calling of shareholders' meeting - power to dispense with calling of creditors' meeting where creditors having at least ninety per cent value agree by affidavit - inherent powers of the Tribunal to meet ends of justice - binding effect of coordinate-bench precedent and reference to larger bench - application of Section 230 and Section 232 in merger/amalgamation proceedingsPower to dispense with calling of shareholders' meeting - inherent powers of the Tribunal to meet ends of justice - Tribunal may dispense with convening meetings of members/shareholders in appropriate cases where the Bench is satisfied, and may do so under its inherent powers and having regard to persuasive High Court precedents. - HELD THAT: - The majority view endorsed dispensing with shareholders' meetings where all shareholders (in this case a small, closely held group) have given written consents and the Bench is otherwise satisfied that creditors are not prejudiced and post-scheme net worth will be positive. The Tribunal relied on its inherent powers under the NCLT Rules read with the Companies (Compromises, Arrangements and Amalgamations) Rules and on precedents of High Courts which have dispensed with shareholders' meetings in comparable factual situations. The decision acknowledged divergent coordinate-bench orders but held that, where the bench is satisfied on the facts and there is no mala fides or prejudice to stakeholders, the discretion conferred by the statutory scheme (including the use of the word "may") and the Tribunal's inherent powers permit waiver of formal meeting requirements. The order also cautioned that false or dubious affidavits will attract actions under the Companies Act.Dispensation of shareholders' meetings allowed in the present case subject to conditions and safeguards; direction issued for procedural compliances and consequences for fraud.Power to dispense with calling of creditors' meeting where creditors having at least ninety per cent value agree by affidavit - application of Section 230 and Section 232 in merger/amalgamation proceedings - Dispensation of creditors' meetings is permissible under Section 230(9) when the statutory condition is met; in the present case creditors' meetings were dispensed with subject to service of notices to current creditors and specified authorities and a 30 day waiting period for representations. - HELD THAT: - The Tribunal recognised that Section 230(9) expressly permits dispensing with creditors' meetings where creditors holding at least ninety per cent in value agree by affidavit. Applying that provision and consistent procedural safeguards in the Rules, the Bench dispensed with convening creditors' meetings here while directing the applicants to file lists of current creditors, to serve statutory notices on relevant authorities and on creditors (with suitable thresholds and disclosures), and to afford the prescribed period for representations. The order required compliance with disclosure obligations notwithstanding dispensation, and permitted subsequent joint application after the 30 day period for further directions.Creditor meetings dispensed with subject to strict compliance with notice, disclosure and waiting period requirements; list of creditors to be filed and representations to be awaited before further directions.Final Conclusion: The Tribunal, by majority, allowed dispensation of shareholders' and creditors' meetings in the specific facts of this amalgamation-a closely held structure with written shareholder consents and no prejudice to creditors-while imposing procedural conditions, notice and disclosure safeguards and warning of penal consequences for fraudulent affidavits.