2020 (9) TMI 1004 - Tri - Companies Law

Tribunal Approves Companies Act Scheme of Arrangement for Demerger

In Re : Repro Books Limited, Repro India Limited

The Tribunal sanctioned the Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013, involving the Demerged Company and the Resulting ... Sanction of Amalgamation Scheme - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT:- Upon perusal of the petitioner companies’ reply, we feel that the ends of justice will be met if we direct that the provisions of section 232(6) of the Companies Act, 2013, shall be applicable to the Scheme. In other words, the Scheme shall be effective from the Appointed Date indicated in the Scheme - The RD, after perusing the reply of the petitioner companies, has submitted a satisfactory report in so far as his observations at paragraph IV(a), and IV(c) to IV(g) are concerned. The clarifications given by the Petitioner Companies are hereby accepted by the Tribunal. The Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 2013 and the Rules made thereunder whichever is applicable. The undertakings given by the Petitioner Companies are accepted by this Tribunal. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy - Since all the requisite statutory compliances have been fulfilled, petition is made absolute in terms of the prayers therein. The Scheme is sanctioned hereby, and the Appointed Date of the Scheme is fixed as 1st April 2019 - application allowed. Issues:1. Sanction of Scheme under Sections 230 to 232 of the Companies Act, 2013.2. Compliance with Accounting Standards and Circulars.3. Affidavit filing and compliance with statutory requirements.4. Effective Date of the Scheme.5. Observations and Reports by Regional Director.6. Acceptance of Petitioner Companies' clarifications.7. Fairness and legality of the Scheme.8. Statutory compliances and final orders.Analysis:1. The Tribunal was convened to consider the sanction of a Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013, involving the Demerged Company and the Resulting Company. Both companies had approved the Scheme through necessary Board Resolutions.2. The Regional Director filed a report highlighting various compliance requirements, including accounting entries, circulars, and affidavits. The Petitioners affirmed compliance with AS-14 (IND AS-103) and other accounting standards, as well as Circular No.7/12/2019/CL1 issued by the Ministry of Corporate Affairs.3. The Petitioner Companies filed affidavits addressing the Regional Director's observations, ensuring consistency in the scheme documents and undertaking to comply with statutory provisions and authorities' decisions.4. The Tribunal deliberated on the appointed date's effectiveness as per Section 232(6) of the Companies Act, 2013, concluding that the Scheme shall be effective from the Appointed Date specified in the Scheme.5. The Regional Director's supplementary report acknowledged the Petitioners' satisfactory responses to observations, except for one instance where clarity was sought regarding compliance with Section 232(6) of the Companies Act, 2013.6. The Tribunal accepted the clarifications provided by the Petitioner Companies, directing compliance with all statutory requirements and affirming the fairness and legality of the Scheme.7. With all statutory compliances fulfilled, the Tribunal sanctioned the Scheme, setting the Appointed Date as 1st April 2019, and directed filing of necessary documents with the Registrar of Companies and Superintendent of Stamps within specified timelines.8. Regulatory authorities were instructed to act upon the sanctioned Scheme, and interested parties were given liberty to seek further directions from the Tribunal if needed, culminating in the final orders being pronounced and the file being consigned to the record.