Composite Scheme of Arrangement sanctioned after statutory compliance; appointed date effective and transferor dissolved.

Whether a composite scheme of arrangement between a wholly owned transferor and its holding transferee met statutory sanctioning requirements under Sections 230-232 was decided by reference to board approvals, stock exchange disclosures, auditor certification of accounting treatment, Regional Director observations and replies, Official Liquidator report, and service on regulators with no objections; the Tribunal found the scheme not violative of law, compliant with Companies (Compromise, Arrangements and Amalgamation) Rules, 2016 and regulatory circulars, and therefore sanctioned the amalgamation with appointed date 29 April 2022 and dissolution of the transferor without winding up.

---

---

Issues: (i) Whether the Composite Scheme of Arrangement providing for amalgamation of a wholly owned transferor company with its transferee company is sanctionable under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions.

Analysis: The petition seeks sanction of a Scheme of Amalgamation with appointed date 29 April 2022, involving a wholly owned subsidiary as transferor and its holding company as transferee. The petition record includes board approvals, affidavits of service, filings with stock exchanges for disclosure, certificate of incorporation of the transferor, statutory auditor certification of accounting treatment under section 133 of the Companies Act, 2013, reports and observations of the Regional Director with petitioner replies and undertakings (including compliance with Section 232(3)(i) regarding set off of fees on authorised capital), and the Official Liquidator's report which raises no impediment. Notices were served on relevant authorities including PCCIT and Maharashtra RERA and no objections were received. The Scheme effects transfer and vesting of assets, liabilities and employees, and contemplates dissolution of the transferor without winding up. The material on record indicates the Scheme is not violative of law, is commercially and procedurally compliant with applicable regulatory circulars and disclosures, and contains undertakings to comply with tax, GST and sectoral regulator directions; the statutory prerequisites for sanction under Sections 230-232, read with the Companies (Compromise, Arrangements and Amalgamation) Rules, 2016, appear satisfied.

Conclusion: The Composite Scheme of Arrangement is sanctioned under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions; the Appointed Date is 29 April 2022; the First Petitioner Company shall stand dissolved without winding up; and the Scheme shall be binding on the companies and their shareholders, creditors, employees and other stakeholders.

---