2021 (7) TMI 1262 - Tri - Companies Law

Tribunal Approves Amalgamation Scheme: Key Orders Issued for Compliance and Transparency

The Tribunal approved the Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013, involving the transfer of assets and liabilities from ... Sanction of Scheme of Amalgamation - Section 230 - 232 and other applicable provisions of the Companies Act, 2013 - HELD THAT:- The Petitioners have made the instant Petition before this Tribunal, among other things, seeking final sanction to the proposed Scheme of Amalgamation - The date of hearing of the Petition filed jointly by the Petitioners for sanctioning of the Scheme is fixed on 13.09.2021. Notice of hearing of the Petition in form NCLT 3A shall be advertised once in English newspaper 'Financial Express' and in Bengali newspaper 'Aajkal' not less than 10 (Ten) clear days before the aforesaid date fixed for hearing. Issues:Approval of Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013.Detailed Analysis:The Tribunal was convened to seek approval for a Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013. The Scheme involved the transfer of all assets and liabilities of the Transferor Company to the Transferee Company from the Appointed Date. A prior Order by the Tribunal had dispensed with the need for a meeting of Equity Shareholders and Creditors due to written consents provided. The Petition seeking sanction of the Scheme was presented, and the authorized representative sought admission of the Petition. Notice along with relevant documents was served to various regulators and authorities as required by law.After due compliance, the Petitioners filed the instant Petition seeking final sanction to the proposed Scheme of Amalgamation. The Tribunal heard the authorized representative and perused the submitted documents before issuing specific orders. The date of hearing for the Petition was fixed, and notices were directed to be advertised in English and Bengali newspapers. Additionally, notices were to be served on specified authorities and regulators within a set timeframe for their representations, if any. The Petitioner Companies were required to file an Affidavit of Service before the hearing date. Any objections or suggestions from the Authorities were to be dealt with through rejoinder affidavits. The order also allowed for the issuance of a certified copy upon compliance with formalities.In conclusion, the judgment detailed the procedural requirements and steps to be followed for the approval of the Scheme of Amalgamation under the relevant provisions of the Companies Act, 2013. The Tribunal provided clear directions for notice publication, service on authorities, timelines for representations, and the filing of necessary documents to ensure compliance with legal procedures and transparency in the amalgamation process.