2022 (4) TMI 1041 - Tri - Companies Law

Approval of Amalgamation Scheme for Companies with Legal Compliance

Khattu Housing Solutions Private Limited Versus Kuber Consultants Private Limited and Ors.

The Tribunal sanctioned the Scheme of Amalgamation of six Transferor Companies with the Transferee Company, effective from 1st April 2019. The Scheme was ... Sanction of the Scheme of Amalgamation - Section 232(3) and other applicable provisions of the Companies Act, 2013 - HELD THAT:-Various directions with regard to holding, convening and dispensing with various meetings issued - directions with regard to issuance of notices also issued. It is ordered that in case of any default including any Provisions of Income Tax Act in this respect of the Transferor Companies the Income Tax department, the ROC, West Bengal and all other Statutory Department shall be at liberty to initiate appropriate proceedings against the Transferee Company, which after the sanction of the scheme by this Tribunal is in any case responsible for the liabilities/non-compliance of the Transferor Companies also. Petition disposed off. Issues Involved:1. Sanction of the Scheme of Amalgamation.2. Compliance with statutory requirements and accounting standards.3. Handling of pending legal cases and inquiries.4. Justification for the appointed date.5. Payment of applicable stamp duty.6. Approval by requisite majority of members and creditors.7. Serving notices to concerned authorities.8. Transfer of property, rights, and liabilities.9. Engagement of employees and continuation of legal proceedings.10. Issuance of shares to shareholders of Transferor Companies.11. Filing of Schedule of Assets and registration with Registrar of Companies.Issue-Wise Detailed Analysis:1. Sanction of the Scheme of Amalgamation:The petition was filed under Section 232(3) and other applicable provisions of the Companies Act, 2013, for the sanction of the Scheme of Amalgamation of six Transferor Companies with the Transferee Company, effective from 1st April 2019. The Scheme was unanimously approved by the respective Boards on 10/02/2020.2. Compliance with Statutory Requirements and Accounting Standards:The Statutory Auditors confirmed that the accounting treatment in the Scheme conforms to Section 133 of the Companies Act, 2013. The exchange ratio of shares was fixed on a fair and reasonable basis. Meetings of shareholders and unsecured creditors were dispensed with as all had given their consent. Notices were served to the relevant authorities, and advertisements were published as required.3. Handling of Pending Legal Cases and Inquiries:The Regional Director (RD) noted pending cases under Sections 209 and 211 of the Companies Act, 1956, against some of the companies involved. The petitioners clarified that these cases were against the directors, not the companies, and would not affect the Scheme. The RD also mentioned ongoing inquiries, which the petitioners assured would not be impacted by the Scheme's sanction.4. Justification for the Appointed Date:The appointed date of 1st April 2019 was justified despite the delay in filing due to the COVID-19 pandemic. The petitioners assured that the Scheme with the appointed date is not against public interest.5. Payment of Applicable Stamp Duty:The petitioners undertook to pay the applicable stamp duty on the transfer of immovable properties post-sanction of the Scheme.6. Approval by Requisite Majority of Members and Creditors:The Tribunal dispensed with the meetings of shareholders and unsecured creditors as all had consented in writing. The petitioners undertook to comply with any further directions from the Tribunal.7. Serving Notices to Concerned Authorities:Notices were served to all relevant statutory authorities, including the Income Tax Department, which had not responded. The petitioners assured compliance with any future statutory requirements.8. Transfer of Property, Rights, and Liabilities:All properties, rights, and powers, as well as debts, liabilities, duties, and obligations of the Transferor Companies, were ordered to be transferred to the Transferee Company from the appointed date without further act or deed.9. Engagement of Employees and Continuation of Legal Proceedings:The employees of the Transferor Companies would be engaged by the Transferee Company. All legal proceedings involving the Transferor Companies would continue against the Transferee Company.10. Issuance of Shares to Shareholders of Transferor Companies:The Transferee Company was ordered to issue and allot shares to the shareholders of the Transferor Companies as per the Scheme.11. Filing of Schedule of Assets and Registration with Registrar of Companies:The petitioners were granted leave to file the Schedule of Assets within three weeks. Certified copies of the order were to be delivered to the Registrar of Companies, leading to the dissolution of the Transferor Companies upon registration.Conclusion:The Tribunal sanctioned the Scheme of Amalgamation with effect from 1st April 2019, subject to compliance with all statutory requirements and conditions outlined in the judgment. The petition was disposed of accordingly, with provisions for filing necessary documents and obtaining certified copies of the order.