2021 (1) TMI 150 - Tri - Companies Law

Approval of Amalgamation Scheme under Companies Act 2013

The Tribunal approved the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013, between Andromeda Sales And Distribution Private ... Approval of Scheme of Amalgamation - Sections 230 to 232 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013 and the rules - HELD THAT:- 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, Company Scheme Petition No. 921 of 2020 is made absolute. The Petitioner Companies to lodge a copy of this Order and the Scheme duly authenticated by the Joint Registrarof this Tribunal, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable within 60 days from the date of receipt of the Order, if any - The Petitioner Companies to pay costs of ₹ 25,000/- each to the Regional Director, Western Region, Mumbai and the Transferor Company in the Consolidated Company Petition No. 921 of 2020 to pay costs of ₹ 25,000/- to the Official Liquidator, High Court, Bombay. The cost to be paid within four weeks from the date of receipt of the Order. The Appointed Date is 14st August, 2019. Issues:1. Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.2. Compliance with statutory requirements and Regional Director's report.3. Fairness and legality of the Scheme.4. Directions for filing and compliance post the Order.Analysis:1. The judgment pertains to a Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013, involving two companies, namely Andromeda Sales And Distribution Private Limited (Transferor Company) and Geosansar Advisors Private Limited (Transferee Company). The Scheme aims at integrating the businesses of the companies for optimal resource utilization, business synergies, market access, and cost-effectiveness. The Scheme is approved by the Petitioner Companies and is not opposed by any party before the Tribunal.2. The Petitioner Companies have complied with all requirements and filed necessary affidavits of compliance. The Regional Director's report, except for minor observations, confirms that the Scheme is not prejudicial to shareholders' interests. The Petitioners have undertaken to address the observations regarding accounting entries and the Appointed Date, as per the circular issued by the Ministry of Corporate Affairs.3. The Tribunal finds the Scheme fair, reasonable, compliant with the law, and not against public policy. Consequently, the Company Scheme Petition is made absolute, and the Petitioners are directed to file the Order and Scheme with the Registrar of Companies and pay specified costs to relevant authorities within the stipulated timelines.4. Post the Order, the Petitioner Companies are directed to comply with filing requirements, lodge the Scheme for stamp duty adjudication, and make necessary payments to authorities. The Tribunal orders all concerned authorities to act upon the Order, and the Appointed Date for the Scheme is determined as 14th August, 2019.In conclusion, the Tribunal approves the Scheme of Amalgamation, ensuring compliance with statutory provisions, and issues necessary directions for filing, compliance, and payment of costs as per the Order.