NCLT approves Amalgamation Scheme under Companies Act, stakeholders' interests protected

The NCLT, Ahmedabad sanctioned the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013, involving multiple transferor and transferee companies. After addressing concerns raised by the Regional Director, the Tribunal found the Scheme compliant with the Companies Act, genuine, and in the interest of stakeholders. Following a previous NCLT order, the Tribunal declared the Scheme binding on all companies, shareholders, and creditors, with the Transferor Companies to be dissolved. The petitions were allowed, and concerned authorities were instructed to act on the sanctioned Scheme, concluding the matter.

---

---

Issues:
Petitions seeking sanction of Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013 involving multiple transferor and transferee companies.

Analysis:
1. The petitioner companies filed Company Petitions seeking sanction of the Scheme, which were transferred to NCLT, Ahmedabad from the High Court of Judicature at Bombay. The Tribunal directed the petitioner companies to issue notices to shareholders and creditors, as well as various regulatory authorities.

2. Affidavits were filed confirming service of notices and publications, with no objections received from shareholders or creditors. The Regional Director, Mumbai, submitted representations raising concerns related to tax implications, accounting treatment, share capital, company name changes, compliance with Companies Act provisions, and serving notice to the Reserve Bank of India.

3. The Tribunal reviewed each concern raised by the Regional Director and found that the petitioner companies had addressed all issues satisfactorily in their affidavits. It was noted that the Scheme was in compliance with the Companies Act, 2013 and deemed genuine, bona fide, and in the interest of shareholders, creditors, and the public.

4. Referring to a previous order by NCLT, Mumbai Bench, the Tribunal sanctioned the Scheme of Amalgamation, declaring it binding on all involved companies, shareholders, and creditors. The four Transferor Companies were to be dissolved without winding up.

5. The Tribunal allowed the petitions, dispensed with the filing and issuance of drawn-up orders, and instructed concerned authorities to act on the sanctioned Scheme. The Registrar was directed to issue an authenticated copy of the order along with the Scheme promptly, concluding the disposal of the petitions.

---