Approval of Amalgamation Scheme for Efficiency and Shareholder Value

The Scheme of Amalgamation involving three companies was approved by the Tribunal to consolidate entities, increase efficiency, and enhance shareholder value. Compliance with statutory requirements, directions of the Tribunal, and reports of the Regional Director and Official Liquidator were confirmed. The appointed dates for the Scheme were fixed, and directions were given for lodging the order and Scheme with relevant authorities. The Scheme was deemed fair, reasonable, and compliant with the law, leading to the sanction of the Scheme under Sections 230 to 232 of the Companies Act, 2013.

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Issues Involved:
1. Sanction of the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.
2. Compliance with statutory requirements and directions of the Tribunal.
3. Observations and compliance with the Report of the Regional Director.
4. Observations and compliance with the Report of the Official Liquidator.
5. Fixing of the appointed date for the Scheme.
6. Directions for lodging the order and Scheme with the concerned authorities.

Issue-wise Detailed Analysis:

1. Sanction of the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013:
The Tribunal was approached for the sanction of the Scheme of Amalgamation (Merger by Absorption) involving Tech Mahindra Growth Factories Limited (Transferor Company 1), Dynacommerce India Private Limited (Transferor Company 2), and Tech Mahindra Limited (Transferee Company). The Scheme aimed to consolidate entities, achieve greater efficiency, reduce overheads, and provide better opportunities for employees, ultimately enhancing shareholder value. The Scheme was approved by the Board of Directors of the Petitioner Companies in their respective meetings.

2. Compliance with statutory requirements and directions of the Tribunal:
The Counsel for the Petitioner Companies confirmed compliance with all directions passed in the Company Scheme Application No. C.A.(CAA)/2208/MB/2019 and Company Scheme Petition C.P.(CAA)/3217/MB/2019. Necessary affidavits of compliance were filed, and undertakings to comply with all statutory requirements under the Companies Act, 1956/2013 were accepted by the Tribunal.

3. Observations and compliance with the Report of the Regional Director:
The Regional Director's Report dated 17th December 2019 raised several observations:
- Compliance with AS-14 (IND AS-103) and other applicable Accounting Standards.
- Confirmation of the appointed dates as 1st April 2019 for Transferor Company 1 and 1st June 2019 for Transferor Company 2.
- Compliance with Section 232(3)(i) of the Companies Act, 2013 regarding the set-off of fees on authorized capital.
- Clarification on discrepancies in the paid-up capital of the Transferee Company and filing of GNL-1 forms.

The Petitioner Companies provided satisfactory responses and undertook to comply with all observations. The Regional Director's supplementary report dated 28th January 2020 found the replies satisfactory.

4. Observations and compliance with the Report of the Official Liquidator:
The Official Liquidator's report dated 30th December 2019 stated that the affairs of Transferor Company 1 were not conducted prejudicially to the interest of members or the public. It recommended the dissolution of Transferor Company 1 without winding up.

5. Fixing of the appointed date for the Scheme:
The appointed date for the Scheme was fixed as 1st April 2019 for Transferor Company 1 and 1st June 2019 for Transferor Company 2. The Scheme was to take effect from these dates upon approval by the respective benches of the National Company Law Tribunal.

6. Directions for lodging the order and Scheme with the concerned authorities:
The Petitioner Companies were directed to lodge a copy of the order and the Scheme with the concerned Superintendent of Stamps within 60 working days and the Registrar of Companies electronically and physically within 30 days. All concerned regulatory authorities were instructed to act on the certified copy of the order and Scheme.

Conclusion:
The Scheme of Amalgamation was found to be fair, reasonable, and not violative of any law or public policy. With all requisite statutory compliances fulfilled, the Company Scheme Petition No C.P.(CAA) 3217/MB/2019 was made absolute, and the Scheme was sanctioned.

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