2020 (10) TMI 69 - Tri - Companies Law

Tribunal approves Amalgamation Scheme under Companies Act, 2013

The Tribunal sanctioned the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013, after finding no impediment based on approval ... Approval of the Scheme of Amalgamation - Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016 - HELD THAT:- Upon considering the approval accorded by the members and creditors of the Petitioner companies to the proposed Scheme, and the affidavit filed by the Ld. Regional Director, Northern Region, Ministry of Corporate Affairs, the Official Liquidator NCT of Delhi and the Income Tax Department, there appears to be no impediment in sanctioning the present Scheme - Consequently, sanction is hereby accorded to the Scheme under Section 230 to 232 of the Companies Act, 2013. The scheme is approved. Issues:Approval of Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.Analysis:1) The petition was filed by the Petitioner Companies seeking approval of the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013. The petition disclosed that the requirements of meetings of equity shareholders, secured creditor(s), and unsecured creditor(s) were dispensed with based on representations and provisions of the Companies Act, 2013.2) The petitioners initiated the Second Motion after the First motion joint application was approved. Affidavits were filed, and due notices were served to relevant authorities. No objections were raised by any objector after the publication in newspapers.3) The Regional Director raised concerns regarding compliance with Section 232(3)(i) of the Companies Act, 2013. The Transferee Company provided an undertaking to comply. The Official Liquidator's report did not raise any specific objections to the scheme.4) The Income Tax Department made observations regarding tax evasion, shell companies, pending assessments, share valuation, and maintenance of proper accounts. The Department's concerns were duly addressed by the applicant companies.5) The Income Tax Department filed written submissions reiterating its observations and attached an order of the Income Tax Appellate Tribunal. The petitioner companies clarified that the mentioned order did not pertain to them as one Transferor Company was incorporated after the order's relevant period.6) The Scheme's compliance with Accounting Standards was confirmed by the Statutory auditors of the Petitioner Companies. The Scheme was affirmed to be in the interest of all stakeholders involved.7) Considering the approval from members and creditors, along with reports from relevant authorities, the Tribunal found no impediment in sanctioning the Scheme under Sections 230 to 232 of the Companies Act, 2013. The Scheme was sanctioned, with a reminder for compliance with statutory requirements.8) The Tribunal clarified that the order did not exempt the companies from stamp duty, taxes, or charges. The order specified the dissolution of Transferor Companies, transfer of rights and liabilities to the Transferee Company, continuity of pending proceedings, and employee transfer terms.9) The Tribunal ordered the Petitioner companies to deliver a certified copy of the order for registration within thirty days. Upon compliance, the Transferor Companies would be dissolved, and all documents would be consolidated accordingly.10) The petition was disposed of as per the terms mentioned, and copies of the order were to be served to the parties involved.