2021 (6) TMI 281 - Tri - Companies Law

Approval of Amalgamation Scheme under Companies Act, 2013

Boston Scientific Service Private Limited Versus Boston Scientific Technology & Engineering Service Private Limited

The Tribunal sanctioned the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013, following unanimous approval by the Equity ... 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 both the Petitioner companies to the proposed Scheme, and the affidavit filed by the Ld. Regional Director, Northern Region, Ministry of Corporate Affairs, the report of Department of Income Tax and the Official Liquidator 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 Petitioners shall however remain bound to comply with the statutory requirements in accordance with law. The scheme is sanctioned - Application allowed. Issues:Approval of Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.Detailed Analysis:The joint petition filed by the Petitioner Companies sought approval for the Scheme of Amalgamation of the Transferor Company into the Transferee Company under Sections 230 to 232 of the Companies Act, 2013. The board of directors of both companies had approved the Scheme, aiming for effective management control, cost efficiency, and reduction in legal and regulatory compliances. The Tribunal had dispensed with the requirements of meetings of unsecured creditors based on previous orders and directed the convening of a meeting of Equity shareholders. Subsequent meetings on 06.01.2021 unanimously approved the proposed Scheme.The Petitioner Companies complied with the Tribunal's directions by publishing notices in newspapers, serving notices to relevant authorities, and filing an affidavit affirming compliance. The Official Liquidator and the Department of Income Tax did not raise objections to the Scheme. The Regional Director made observations regarding approval from the Reserve Bank of India for shares allotted to foreign body corporates, prompting a clarification from the Transferee Company. The Transferee Company affirmed compliance with FDI policies and highlighted that no RBI approval was needed for issuing shares post-merger.The Regional Director also raised concerns about the alteration of the main object clause in the Memorandum of Association of the Transferee Company, emphasizing compliance with Section 13 of the Companies Act, 2013 post the Scheme's approval. The Transferee Company assured compliance with all legal provisions post-approval. No further objections were raised during subsequent hearings, and statutory auditors confirmed the Accounting Treatment proposed in the Scheme was in conformity with Accounting Standards.Considering the approval by members, creditors, and the reports of relevant authorities, the Tribunal sanctioned the Scheme under Sections 230 to 232 of the Companies Act, 2013. The Petitioners were directed to comply with statutory requirements, and any deficiencies or violations would not impede legal actions. The order clarified that it did not grant exemption from stamp duty, taxes, or other charges, emphasizing compliance with all legal obligations. The Scheme was sanctioned, and the case was disposed of accordingly.