2017 (6) TMI 1306 - Tri - Companies Law

Scheme of Amalgamation Approved by Tribunal for Simplifying Group Structure

The National Company Law Tribunal, Mumbai, sanctioned a Scheme of Amalgamation between two Transferor Companies and a Transferee Company under relevant ... Scheme of amalgamation - Sections 230 to 232 of the Companies Act, 2013 - sections 391 to 394 of the Companies Act, 1956 - HELD THAT:- Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition Nos. 227 and 219 are made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No.229 is made absolute in terms of prayer clauses (a) and (b) - The Petitioner Companies are directed to file a copy of this order along with a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with e-Form INC-28, in addition to physical copy, within 30 days from the date of receipt of the order by the Registry. The Petitioner Companies to pay costs of ₹ 25,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner Companies in Company Scheme Petition No. 227 and 219 to pay cost of ₹ 25,000/- each to Official Liquidator, High Court, Bombay.Costs to be paid within four weeks from the date of the receipt of the order. Issues:1. Sanction of the tribunal under Sections 230 to 232 of the Companies Act, 2013 and sections 391 to 394 of the Companies Act, 1956 for a Scheme of Amalgamation.2. Compliance with statutory requirements and reports by the Official Liquidator and Regional Director.3. Fairness, reasonableness, and compliance with the law of the proposed Scheme of Amalgamation.Analysis:The judgment before the National Company Law Tribunal, Mumbai, involved the sanctioning of a Scheme of Amalgamation between two Transferor Companies and a Transferee Company under Sections 230 to 232 of the Companies Act, 2013 and sections 391 to 394 of the Companies Act, 1956. The purpose of the merger was to simplify the Group structure, minimize administrative costs, and enhance management efficiency. The Petitioner Companies had approved the Scheme through Board Resolutions. The Petitions were filed in accordance with the Tribunal's order, and the companies had complied with all requirements and filed necessary Affidavits of compliance.The Official Liquidator and the Regional Director had submitted reports regarding the Scheme. The Official Liquidator recommended the dissolution of the Transferor Companies without winding up. The Regional Director's report highlighted certain concerns, including tax implications, compliance with accounting standards, and the provision of the Chairman's Report. The Petitioner Companies assured compliance with all tax implications and undertook to address the issues raised by the Regional Director.The Tribunal found the Scheme to be fair, reasonable, and in compliance with the law, not contrary to public interest. As all statutory compliances were met, the Company Scheme Petitions were made absolute. The Petitioner Companies were directed to file the order and the Scheme with the Registrar of Companies and the Superintendent of Stamps within specified timelines. Additionally, costs were imposed on the Petitioner Companies and directed authorities to act on the certified order and Scheme. Finally, liberty was granted to any aggrieved party to approach the Tribunal.In conclusion, the judgment addressed the legal aspects of the proposed Amalgamation Scheme, ensuring compliance with statutory requirements and addressing concerns raised by the Official Liquidator and the Regional Director. The Tribunal's decision was based on the fairness, reasonableness, and legality of the Scheme, ultimately granting approval and providing directions for implementation and compliance.