2020 (9) TMI 707 - Tri - Companies Law

Tribunal Approves Merger Scheme under Companies Act 2013, Ensures Compliance with Accounting Standards

The Tribunal sanctioned a Scheme of Merger by Absorption under Sections 230 to 232 of the Companies Act, 2013, involving the merger of two Transferor ... Sanction of Scheme of Merger by Absorption - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT:- From the material on record, the Scheme of Merger by Absorption appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public interest - Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition filed jointly by the Petitioner Companies are made absolute in terms of prayers made in CSP No 3442 of 2018 of the Company Scheme Petition. The Petitioner Companies are directed to file a copy of this Order along with a copy of the Scheme of Merger by Absorption with the concerned Registrar of Companies, electronically, along with E-Form INC-28, within 30 days from the date of receipt of the Order from the Registry - The Petitioner Companies to lodge a copy of this Order and the Scheme duly certified by the Deputy Director or the Assistant Registrar, as the case may be, National Company Law Tribunal, Mumbai Bench, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same, within 60 days from the date of receipt of the Order. The Scheme is sanctioned hereby, and the Appointed date of the Scheme is fixed as 1st April, 2017. Issues:1. Sanction of a Scheme of Merger by Absorption under Sections 230 to 232 of the Companies Act, 2013.2. Compliance with accounting standards and necessary approvals.3. Business rationale and benefits of the proposed merger.4. Observations and reports by the Regional Director.5. NOC under Real Estate Regulation and Development Act, 2016.6. Confirmation of scheme details and absence of discrepancies.7. Official Liquidator's report and public interest.Analysis:1. The judgment pertains to the sanctioning of a Scheme of Merger by Absorption under Sections 230 to 232 of the Companies Act, 2013. The Tribunal heard the counsel for the Petitioner Companies and noted the absence of any objectors opposing the petition or controverting its averments. The Scheme involved the merger of two Transferor Companies with a Transferee Company under the common control and management of the Paranjape Group, Pune, engaged in real estate development business.2. Compliance with accounting standards and necessary approvals was a crucial aspect of the judgment. The Regional Director's report highlighted specific observations regarding compliance with accounting standards and other regulatory requirements. The Petitioner Companies responded to these observations, ensuring compliance with AS-14 (Ind AS 103) and other applicable Accounting Standards, as well as addressing concerns related to the Effective Date and accounting treatment in the books of the Transferee Company.3. The judgment detailed the business rationale and benefits of the proposed merger, emphasizing integration of business operations, synergies, efficiency in cash management, economies of scale, pooling of talents, and operational synergies. The counsel for the Petitioner Companies confirmed compliance with previous directions and requirements of the Tribunal, demonstrating readiness to proceed with the merger.4. Observations and reports by the Regional Director were thoroughly examined in the judgment. The Regional Director's initial report raised certain concerns, prompting responses and clarifications from the Petitioner Companies. Subsequent supplementary reports and replies ensured that all issues raised were satisfactorily addressed, leading to the conclusion that the Scheme was fair, reasonable, and in compliance with legal provisions.5. The judgment also addressed the requirement of obtaining a No Objection Certificate (NOC) under the Real Estate Regulation and Development Act, 2016. The Petitioner Companies provided detailed explanations regarding their compliance status with the Act, including approvals obtained and exemptions applicable to their specific circumstances.6. Confirmation of scheme details and absence of discrepancies were crucial for the Tribunal's decision. The Petitioner Companies affirmed that the Scheme enclosed in the Company Application and Petition was consistent without any changes, allowing for the smooth processing of the merger and subsequent filings with the Registrar of Companies.7. The judgment acknowledged the report of the Official Liquidator, confirming that the affairs of the Transferor Company were conducted properly and that the Scheme was not prejudicial to public interest. Based on the comprehensive review of all aspects, including compliance, reports, and business rationale, the Tribunal sanctioned the Scheme, fixing the Appointed date as 1st April, 2017, and issuing necessary directions for filing and compliance by the Petitioner Companies and relevant authorities.