Approval of Company Merger Scheme: Compliance, Employee Protection, and Asset Transfer

The Tribunal approved the Scheme of Amalgamation between two companies under Sections 230-232 of the Companies Act, 2013. Meetings of certain shareholders and creditors were dispensed with, while compliance with statutory and regulatory requirements was ensured. The interests of employees were protected, and the Income Tax Department's objections were addressed. The Tribunal ordered the transfer of assets and liabilities, continuation of proceedings, and specified the appointed date for the Scheme. The Scheme was sanctioned with necessary compliances and protections for regulatory bodies.

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Issues Involved:
1. Approval of the Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013.
2. Dispensation of meetings of shareholders and creditors.
3. Compliance with statutory and regulatory requirements.
4. Protection of employees' interests.
5. Payment of fees for enhanced authorized capital.
6. Objections by the Income Tax Department.
7. Compliance with Accounting Standards.
8. Absence of pending investigation proceedings.

Issue-wise Detailed Analysis:

1. Approval of the Scheme of Amalgamation:
The Petitioner Companies sought approval for the Scheme of Amalgamation between M/s. Oakley Bowden Pharma Private Limited (Transferor Company - 1) and M/s. Allianz Biosciences Private Limited (Transferee Company) under Sections 230-232 of the Companies Act, 2013. The Tribunal sanctioned the Scheme of Amalgamation, annexed as "Annexure A4" with the Company Petitions, and granted the prayer made therein.

2. Dispensation of Meetings:
The Tribunal dispensed with the meetings of the Equity Shareholders and Unsecured Creditors of the Transferor Company and the Equity Shareholders and Secured Creditor of the Transferee Company, based on consent affidavits. However, it directed the meeting of the Unsecured Creditors of the Transferee Company to be convened.

3. Compliance with Statutory and Regulatory Requirements:
The Petitioner Companies complied with the statutory and regulatory requirements, including serving notices to the Regional Director, RoC, Chennai, Official Liquidator, Income Tax Department, and Department of Pharmaceuticals. The Tribunal ordered paper publications in "Business Standard" and "Dinamani."

4. Protection of Employees' Interests:
Clause 9 of Part II of the Scheme provided for the protection of the interests of the employees/staff/workmen of the Transferor Company. The Tribunal ensured that all employees of the Transferor Company would become employees of the Transferee Company without any break or interruption in their service.

5. Payment of Fees for Enhanced Authorized Capital:
The Regional Director observed that the Transferee Company must comply with Section 232(3) of the Companies Act, 2013, by making an application with RoC, Chennai, for payment of the balance fee for the enhanced authorized capital. The Transferee Company undertook to file the revised Memorandum of Association/Articles of Association and make the requisite payments.

6. Objections by the Income Tax Department:
The Income Tax Department raised objections regarding tax demands for various assessment years. The Tribunal noted that the legitimate interests of the Income Tax authorities to recover lawful dues remain intact, and they can proceed against the Transferee Company in accordance with law. The Tribunal cited precedents affirming that tax liabilities would be satisfied by the Transferee Company as determined by competent forums.

7. Compliance with Accounting Standards:
The Petitioner Companies filed a certificate from the Independent Statutory Auditor confirming compliance with Accounting Standards concerning the Scheme. The Tribunal acknowledged this compliance as per Section 230(7)/Section 232(3) of the Companies Act, 2013.

8. Absence of Pending Investigation Proceedings:
The Petitioner Companies submitted that no investigation proceedings were pending against them under the Companies Act, 1956 or 2013. The Tribunal found no objections or pending investigations and thus sanctioned the Scheme.

Final Orders:
The Tribunal ordered the transfer of all properties, rights, interests, liabilities, powers, engagements, obligations, and duties of the Transferor Company to the Transferee Company. It directed the continuation of all pending proceedings by or against the Transferor Company against the Transferee Company. The appointed date for the Scheme was specified as 1st April 2019. The Tribunal also ordered the filing of the revised Memorandum and Articles of Association and the payment of differential fees for the enhanced authorized capital. The Transferor Company was directed to pay remuneration to the Official Liquidator's appointed auditor. The Tribunal clarified that the order does not exempt payment of stamp duty, taxes, or other charges due under the law.

Conclusion:
The Company Petitions were allowed on the aforementioned terms, and the Scheme of Amalgamation was sanctioned with the necessary statutory compliances and protections for the rights of the Income Tax authorities and other regulatory bodies.

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