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Merger by Absorption Approved: Liabilities Transferred, Shares Issued, and Compliance Confirmed Under Companies Act 2013. The NCLT sanctioned a Scheme of Merger by Absorption under sections 230 to 232 of the Companies Act, 2013, involving two Transferor Companies and a ...
Cases where this provision is explicitly mentioned in the judgment/order text; may not be exhaustive. To view the complete list of cases mentioning this section, Click here.
Provisions expressly mentioned in the judgment/order text.
Merger by Absorption Approved: Liabilities Transferred, Shares Issued, and Compliance Confirmed Under Companies Act 2013.
The NCLT sanctioned a Scheme of Merger by Absorption under sections 230 to 232 of the Companies Act, 2013, involving two Transferor Companies and a Transferee Company. The Scheme was deemed fair, reasonable, and compliant with statutory requirements. The Tribunal ordered the transfer of liabilities, dissolution of the Transferor Companies, and issuance of new shares to shareholders. Compliance with accounting standards and statutory notices was confirmed, with no objections from the Official Liquidator. Directions were issued for stamp duty adjudication, filing with the Registrar of Companies, and payment of costs, with no separate judgment rendered.
Issues involved: Sanction of a Scheme of Merger by Absorption u/s 230 to 232 of the Companies Act, 2013 involving three companies and their shareholders.
Details of the Judgment:
1. The Scheme aims to merge two Transferor Companies primarily engaged in lending with a Transferee Company engaged in housing finance to reduce risk, enhance efficiency, and simplify corporate structure.
2. The Authorised Share Capital of the companies involved and the compliance with statutory requirements were detailed in the petition.
3. The Regional Director's report highlighted the compliance with accounting standards and serving of notices to concerned authorities as required by law.
4. The Petitioners clarified and undertook to comply with all necessary requirements and amendments suggested by authorities like the National Housing Bank.
5. The Official Liquidator's report confirmed proper conduct of affairs and no objections were raised against the Scheme.
6. The Tribunal found the Scheme fair, reasonable, compliant with the law, and not against public policy, ordering the transfer of liabilities, dissolution of Transferor Companies, and issuance of new shares to shareholders.
7. Directions were given for stamp duty adjudication, filing with the Registrar of Companies, payment of costs, and the appointed date of the Scheme.
Separate Judgment: No separate judgment was delivered by the judges.
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