Companies Act: Amalgamation Scheme Approved | Stakeholders Support | Compliance Emphasized

The Tribunal approved the Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013, between the Transferor and Transferee Companies. The majority of stakeholders voted in favor of the Resolution, and reports from relevant authorities raised no objections. The Tribunal sanctioned the Scheme, emphasizing compliance with statutory requirements and the continuation of legal proceedings by the Transferee Company post-amalgamation. Specific orders were issued for property transfer, liabilities, and dissolution of the Transferor Company, with instructions for registration and further directions available upon request.

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Issues:
Approval of Scheme of Amalgamation under Sections 230-232 of Companies Act, 2013.

Analysis:
The Joint Company Petition was filed for the approval of the Scheme of Amalgamation between the Transferor and Transferee Companies. The meeting of Equity Shareholders, Secured and Unsecured Creditors was conducted, and majority votes were in favor of the Resolution. The petitions for sanction of the Scheme were filed, and necessary directions were issued for statutory compliance. Affidavits of service were filed, and notices were served to relevant authorities as per the Tribunal's directions.

The Regional Director and Official Liquidator submitted their reports, stating no objections to the Scheme. The Chartered Accountant's report found no adverse observations regarding the Transferor Company's affairs. The Official Liquidator sought remuneration for the Auditor. Despite notices, some authorities did not respond, leading the Tribunal to presume no objections. Legal proceedings by or against the Transferor Company will be continued by the Transferee Company post-amalgamation.

In a related judgment, the NCLT New Delhi highlighted the IT Department's rights in the Scheme of Amalgamation. The Petitioner Companies complied with necessary provisions and certifications. No investigation proceedings or cases of oppression/mismanagement were pending against them. With all statutory compliances fulfilled, and no objections raised, the Tribunal sanctioned the Scheme of Amalgamation.

The Tribunal clarified that the sanction does not exempt from stamp duty, taxes, or charges due under the law. Specific orders were issued regarding the transfer of properties, liabilities, employees, shares, and the dissolution of the Transferor Company. The Appointed date for the Scheme was set, and instructions for registration and dissolution of the Transferor Company were provided. Any interested person could seek further directions from the Tribunal if necessary. The Company Petition was allowed based on the outlined terms.

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