Tribunal sanctions Amalgamation Scheme under Companies Act 2013 The Tribunal approved the Scheme of Amalgamation between the Transferor Company and Transferee Company under Sections 230 to 232 of the Companies Act, ...
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Tribunal sanctions Amalgamation Scheme under Companies Act 2013
The Tribunal approved the Scheme of Amalgamation between the Transferor Company and Transferee Company under Sections 230 to 232 of the Companies Act, 2013. Dispensation of meetings of shareholders and creditors was granted, and all statutory compliances were met. The Tribunal sanctioned the scheme with a caution for compliance with laws. Parties were reminded of their obligations regarding stamp duty, taxes, and charges. Detailed orders were issued for property transfer, liabilities, employee transfers, and dissolution of the Transferor Company. Interested parties could seek further directions from the Tribunal. The Company Petitions were allowed as per the judgment terms.
Issues: Approval of Scheme of Amalgamation under Companies Act, 2013
Analysis: 1. The Company Petitions CP/1394 & 1395/CAA/2019 were filed for the approval of the Scheme of Amalgamation between the Transferor Company and Transferee Company under Sections 230 to 232 of the Companies Act, 2013, and other applicable provisions.
2. The First Motion Application sought dispensation of meetings of shareholders and creditors, which was granted by the Tribunal. The second motion petition was filed for the sanction of the Scheme of Amalgamation.
3. Notices were ordered to be issued to Statutory/Regulatory Authorities and published in newspapers. Affidavits of service were filed to show compliance with the Tribunal's orders.
4. The Regional Director's report highlighted provisions related to the merger of authorized capital, which required compliance by the Transferee Company. The Transferee Company undertook to fulfill the necessary requirements.
5. The Official Liquidator's report confirmed that the affairs of the Transferor Company were conducted properly. The Chartered Accountant's report also indicated compliance with various statutory requirements.
6. The Tribunal directed the Transferor Company to pay fees to the Official Liquidator for the Auditor's remuneration. The absence of objections from the Income Tax Department was noted.
7. The Independent Statutory Auditor's certificate regarding compliance with Accounting Standards was submitted by the Petitioner Companies.
8. The NCLT New Delhi's observations regarding the IT Department's rights in a similar case were considered, granting protection to the IT Department for recovery of any tax dues.
9. The Petitioner companies confirmed the absence of any pending investigation proceedings or actions against them under relevant provisions of the Companies Act.
10. With all statutory compliances fulfilled and no objections raised, the Tribunal sanctioned the Scheme of Amalgamation, with a caution that non-compliance with any law could lead to actions against responsible individuals.
11. The Tribunal clarified that its order did not exempt the parties from payment of stamp duty, taxes, or other charges required by law.
12. Detailed orders were issued regarding the transfer of properties, liabilities, continuation of proceedings, appointed date, employee transfers, share allotments, filing of revised documents, and dissolution of the Transferor Company.
13. Any interested party was given the liberty to apply for necessary directions to the Tribunal. The Company Petitions were allowed based on the terms mentioned in the judgment.
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