Composite amalgamation scheme approved with appointed date accepted, and statutory compliances preserved for the transferee company.

A composite amalgamation scheme under Sections 230 to 232 of the Companies Act, 2013 was sanctioned where the required approvals were obtained, notices were served, and no objection was raised by shareholders, creditors or the Income Tax Department. The Tribunal accepted undertakings on accounting treatment, creditor protection, tax compliance and statutory notices, and found the scheme fair, reasonable and consistent with law and public policy. The appointed date of 29 April 2022 was also accepted, as the scheme could specify an appointed date and prior RERA approval was not required on the facts. The transferor company was ordered to be dissolved without winding up, with liabilities and proceedings continuing in the transferee company.

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Issues: (i) Whether the composite scheme of amalgamation under Sections 230 to 232 of the Companies Act, 2013 was fair, reasonable and liable to be sanctioned. (ii) Whether the appointed date of 29 April 2022 and the related regulatory and tax compliances required any modification or objection before sanction.

Issue (i): Whether the composite scheme of amalgamation under Sections 230 to 232 of the Companies Act, 2013 was fair, reasonable and liable to be sanctioned.

Analysis: The petitioning companies had obtained the requisite approvals, notices were served on the concerned authorities, and no opposition was received from the shareholders, creditors or the Income Tax Department. The Regional Director's and Official Liquidator's observations were answered by undertakings regarding set-off of fees under Section 232(3)(i), accounting treatment, service of notices to affected authorities, creditor protection, and compliance with tax and regulatory requirements. The Tribunal found the scheme to be in the commercial wisdom of the stakeholders, fair and reasonable, not violative of law, and not contrary to public policy.

Conclusion: The scheme was sanctioned in favour of the petitioner companies.

Issue (ii): Whether the appointed date of 29 April 2022 and the related regulatory and tax compliances required any modification or objection before sanction.

Analysis: The Tribunal accepted the appointed date as chosen by the parties, noting that Section 232(6) of the Companies Act, 2013 permits the scheme to specify an appointed date and the Ministry's circular allowed the parties to agree upon such date. It also accepted that prior approval from the RERA authority was not required on the facts, since the transferor was a wholly owned subsidiary and the transferee held 98% of its equity, while notices had already been issued to the relevant regulators. The Tribunal further clarified that statutory authorities, including income-tax authorities, retained liberty to act in accordance with law on any future issue.

Conclusion: The appointed date and the related regulatory compliances were accepted and no modification was directed.

Final Conclusion: The composite scheme of amalgamation was approved with consequential directions for dissolution without winding up of the transferor company and continuation of liabilities, proceedings and statutory compliance obligations in the transferee company.

Ratio Decidendi: In a merger involving a wholly owned subsidiary and its holding company, a scheme may be sanctioned where the statutory requirements are met, the stakeholders do not oppose it, and the Tribunal is satisfied that the arrangement is fair, reasonable and consistent with law; the appointed date chosen by the parties may be accepted if it accords with the governing framework.

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