2019 (8) TMI 880 - Tri - Companies Law

Amalgamation Scheme approved under Companies Act for asset transfer and business growth.

The Tribunal granted sanction to the Scheme of Amalgamation under Sections 230 and 232 of the Companies Act, 2013, allowing the transfer of assets, ... Sanction of Scheme of Amalgamation - Section 230 to 232 of the Companies Act, 2013 - It has been stated in the Company Petition that the present Scheme of Arrangement does not contain or provide for Corporate Debt Restructuring - HELD THAT:- The Scheme of Amalgamation mentioned in this Petition being Annexure 'A' hereto be sanctioned by this Hon'ble Tribunal to be binding with effect from 31st day of March, 2018 on VIVEK TRADE & INVESTMENT PRIVATE LIMITED with UNISTAR RESOURCES AND TRADES PRIVATE LIMITED and their shareholders and all concerned - All the properties, rights and interest of VIVEK TRADE & INVESTMENT PRIVATE LIMITED be transferred to and vested in without further act or deed in UNISTAR RESOURCES AND TRADES PRIVATE LIMITED and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013 and read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 be transferred to and vested in UNISTAR RESOURCES AND TRADES PRIVATE LIMITED for all the estate and interest of VIVEK TRADE & INVESTMENT PRIVATE LIMITED but subject nevertheless to all charges, now affecting the same. Petition disposed off. Issues Involved:Petition for sanctioning Scheme of Amalgamation under Companies Act, 2013Detailed Analysis:1. Sanctioning of Scheme of Amalgamation: The Tribunal considered a Joint Petition for sanctioning the Scheme of Amalgamation between two companies under Sections 230 to 232 of the Companies Act, 2013. The Scheme proposed the transfer of the entire undertaking of the Transferor Company to the Transferee Company, with the appointed date being 1st April, 2018. The Tribunal noted the consents given by shareholders and creditors, dispensing with separate meetings and directed the Petitioner Companies to serve notices upon regulatory authorities.2. Compliance with Directions: The Applicant Companies complied with the directions of the Tribunal regarding the service of notices upon regulatory authorities and filed affidavits of compliance. This included the service of notices on various regulatory bodies such as the Central Government, Registrar of Companies, Income Tax Department, Reserve Bank of India, Competition Commission of India, and the Official Liquidator.3. Reasons for Amalgamation: The Company Petition outlined several reasons necessitating the amalgamation and the benefits sought to be achieved. These reasons included consolidation of business activities, restructuring of capital structure, economy of scale, better resource utilization, and overall profitability and growth of the amalgamated company.4. Financial and Legal Compliance: The Petitioner Companies assured that their assets were sufficient to meet liabilities, all due provisions for payments were made, and there were no pending legal proceedings or corporate debt restructuring involved. The Reserve Bank of India provided a No Objection to the proposed Scheme, and the Regional Director of the Ministry of Corporate Affairs and the Official Liquidator submitted favorable reports.5. Sanction of the Scheme: After considering the submissions, approvals, and reports, the Tribunal granted sanction to the Scheme of Amalgamation under Sections 230 and 232 of the Companies Act, 2013. The order detailed the transfer of assets, liabilities, continuation of legal proceedings, issuance of shares, dissolution of the Transferor Company, and other necessary actions to be taken by the companies post-sanction.6. Disposal of Petition: The Company Petition connected with the Joint Petition for sanctioning the Scheme of Amalgamation was disposed of with no order as to costs. The parties were allowed to obtain urgent copies of the order, subject to compliance with formalities, and were granted liberty to apply for any necessary directions in the matter.This detailed analysis covers the key aspects of the legal judgment involving the sanctioning of a Scheme of Amalgamation under the Companies Act, 2013, highlighting the compliance with regulatory requirements, financial considerations, and the rationale behind the amalgamation.