Scheme of amalgamation sanctioned despite compliance issues, with statutory conditions and undertakings preserved for implementation.

The Tribunal sanctioned the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013 after finding it fair, reasonable and not prejudicial to members or creditors. It recorded compliance with statutory requirements on the appointed date, transfer of assets and liabilities, continuation of proceedings, filing of certified copies with the Registrar of Companies, and the undertakings given by the applicant companies. The Scheme was approved despite noted ancillary issues, including differential stamp duty, fees, and possible adjudication for alleged non-compliances, which were kept open without affecting sanction. The appointed date was fixed as 1 April 2018, and the Scheme proceeded on the basis that Competition Commission of India approval was not required as undertaken by the companies.

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Issues: Whether the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013 deserved sanction, and whether the statutory and ancillary compliances noted by the Registrar of Companies, the Regional Director, the Official Liquidator, and the Competition Commission of India required refusal of approval.

Analysis: The Scheme was found to be fair, reasonable, and not prejudicial to the members or creditors or contrary to public policy. The Tribunal noted the statutory requirements concerning the appointed date, transfer of property and liabilities, continuation of proceedings, filing of certified copies with the Registrar of Companies, and compliance with the undertakings furnished by the applicant companies. It also directed compliance with differential stamp duty and fees, and kept open the issue of adjudication for alleged non-compliances under the specified provisions, without affecting sanction of the Scheme. The Scheme was also accepted on the basis that the Competition Commission of India approval was not required, as undertaken by the companies.

Conclusion: The Scheme of Amalgamation was sanctioned, with the appointed date fixed as 1st April 2018 and with directions for compliance with the conditions and undertakings recorded in the order.

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